


Down and Out

by Purpledragon6



Series: Down and Out Series [1]
Category: Infinity Train (Cartoon)
Genre: Angst with a Happy Ending, F/M, Fix-It, Gen, Healing, Hurt/Comfort, Leadership, Non-Graphic Violence, Past Relationship(s), Redemption, Temporarily Unrequited Love, Unrequited Love
Language: English
Status: Completed
Published: 2020-08-27
Updated: 2021-01-21
Packaged: 2021-03-06 23:55:35
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 20
Words: 35,361
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/26147527
Author URL: https://archiveofourown.org/users/Purpledragon6/pseuds/Purpledragon6
Summary: An AU where Grace saves Simon and reorders the Apex, with her ex-co-leader as her prisoner.Mall-Rats Fix-It fic.
Relationships: Grace/Simon (Infinity Train)
Series: Down and Out Series [1]
Series URL: https://archiveofourown.org/series/1923061
Comments: 110
Kudos: 280





	1. Book 1: Lead by Example

Every morning was a little brighter now. Food tasted better, the kids were happier. Everything seemed cleaner and felt new. It was as if a cold, harsh winter had finally given way for a warm and happy spring time. Grace could feel it. She knew the kids could feel it too. 

Gone was the tyrant who had overthrown her, albeit momentarily. The former Apex kids now had a leader who radiated warmth and kindness, and they flocked to her now rather than shy away. Every morning, they'd proudly show her how their numbers had gone down, just as she wanted. And every now and again, they'd have somebody to send off with a warm breakfast and a well deserved exit. It made them more happy than it did sad. They became eager to see who would leave the train next, and took bets on when it would be Grace's turn to leave them. 

"That won't be for a long while." She hummed one morning after breakfast. 

Her number had reached her wrist now, and continued to drop a little now and again. The kids had all reassured her that it would soon be down to 0 anyday now- but she knew better. She knew more than they did... 

"Go get dressed. I'm just going to clean up breakfast." She called to- whatever children were left.

Their numbers had dwindled significantly the last few days, but there were still enough left to tear through a breakfast table. 15 at most were left. They never pillaged carts anymore either. Instead, they either grew their own food, or bartered with denizens for their food. There was always more than enough that way. Or at least enough that no one noticed an extra plate missing. 

"Ms. Grace? Can we go visit the Park Car again?" Little Lucy called to her. "We promise we'll be back to help with lunch!"

"Thats fine. Go have fun." Grace called back, voice sickeningly sweet. "I'll join you in a minute." 

The little girl nodded and ran off with the others, leaving the older woman alone in the empty Mall car. Well, near empty besides her and one other passenger. One that hadn't joined them at the breakfast table, and for a very good reason.

"I should probably go check on him." She hummed, tossed a biscuit and a couple orange slices onto a paper plate. It was a modest breakfast, but it would do. 

She didn't fear walking up _his_ side of the escalator. The clanks and clunks of the gears didn't bother her as much as they once had. She walked with an air of confidence, and she wore her smile and low number proudly. A badge of honor for the hard work she had done. A reminder that what she was about to do next wasn't cruel in the slightest...

As she walked, she caught a glimpse of herself in a shop's broken window. Her hair was grown out passed her shoulders, and held back with a headband. One that matched her black studded jacket and matching skinny jeans. Her grey tanktop had her mood printed right across the chest _**Boss!**_

Yes. She had matured into a beautiful young woman since being released from her tapes... Tapes a certain ex-best friend had trapped her on. Tapes that showed her their whole life's story since entering the train. That reminded her of what Simon was at his core. A scared, weak, pathetic child.

Speaking of which, there he was now. Tucked away safely inside of his makeshift cell, once his bedroom. Away from view. Away from the children, and the light. His only illumination being the glowing green number that stretched across his skin. He didn't even lift his head when Grace walked by, tapping the bars of his cell to get his attention. 

"Simon. Breakfast." She cooed, half hazardly tossing the plate at the ex-leader. It hit him with a dull thump before crashing against the floor.

"Not hungry..." His voice was empty. A ghost of what it had once been. 

"Good." Grace hummed. "That means I don't have to bring you any lunch. That's good for me. We're having steak tacos, and I hate sharing those."

No response. Just Simon curling further into his glowing body as much as he could. His arms were restricted. Held down by heavy weights that were bolted into the floor. Forcing him to either sit or kneel in place. It almost hurt Grace's heart, seeing him so pitiful.

"Look at you, Simon. Look what you did to yourself." Grace sighed. "Is this really want you wanted?"

A scoff. "You wanted this... You made be into this." And a lie.

"I wanted you to change. I gave you a choice." Grace spat back. "I didn't force you to do anything. You did this to yourself-"

"Why didn't you let that thing kill me then?" Simon huffed, head snapping up to look at her. "Why didn't you just let me die!?"

Grace hummed softly, a smirk overtaking her features- hiding her heartache from you. She reached a hand through the bars seperating them and set her palm against his cool cheek and stroked just under his eye. Right where a misplaced 0 was, hidding by the rest of his extensive number. It was almost as if his number were mocking him with the only zero he would ever receive at this rate. 

To absolutely no surprise, she felt his cheek warming up under her palm. If it weren't for his number, she was sure she would have seen him blushing. If she hadn't pulled her hand away, she was sure she would have seen him blushing. It almost pleased her that his body still sang for her, even now. 

"Kill me... Grace, please." He muttered, voice barely above a whisper.

"Hmmm." She put a finger to her lip, feigning deep thought. "No." 

She stood, and started back towards the escalator. She could still hear his cries behind her.

"Just kill me already! Please! Grace!" She paid them no mind. She never would. Not until she got what she wanted. All the while, she felt her number go up by 2 digits. No matter. She would deal with it later.

"I want you to suffer first, Simon."


	2. Your Thousands of Pages of Writing

**Summary for the Chapter:**

> She never did read passed the Forward... Until now.

Grace never could make it passed the forward of his book.

Every time she held that damn journal, and felt the worn pages between her fingers, dread would wash over her. She could never bring herself to turn to where *his* writing had began. Curiosity always tried to tempt her, but she resisted. She had resisted each time. The thought of having a peak into Simon's twisted subconscious had disturbed her a great deal...

Until now that is.

With Simon bound to the floor by his wrists. Captured by the very children he had tried to enslave during Grace's absense. Their handiwork was something to be admired. The Apex had paid special attention to the restraints to make them both as sturdy and as uncomfortable as they could be... All the blonde could do now was sit and listen.

Grace knew Simon had experienced worse physical pain than chains. That it would take a special kind of torture to break his incredibly stubborn spirits... And it was all held between her small hands. 

"The Esmoroth Trilogy. Chapter 1..." She read outloud, "By Simon Laurent."

She had always had trouble getting passed the forward- but today it was easy.

Tearing out fistfuls certainly did help make the process faster. Months, years of writing, gone with just a swipe of her hand. The once loved pages now lay crumpled on the floor like their author. Certain pages, she made sure to shred with her nails first. Others, she read to him and gave notes.

"You spelt 'complement' wrong." Grace hummed.

SCRITCH! 

A sharpie made quick work on the error. Staining the page and several under with a thick, black line. The ink feathered and oozed further up the page. Taking many other words with it. But not enough for Grace to feel satisfied- so she wrote in a correction. She made sure to write big enough to cover the whole page. 

**COMPLEMENT-** **1\. A** **thing that completes or brings to perfection.**

Fitting that would be the word he had misspelled. At one point, Grace had thought they complemented one another as a couple. But now? They saw one another as a stone around the other's neck. A sin.

A lie.

White hot pain burned in her stomach at the thought. Anger from a third source flowed through her. Of the batter children who suffered in her absense. Of Hazel, whose perfect life she and Simon had ruined. Tuba whose life they had stolen. He made her an accomplice to his crimes. There would always be a part of her that felt her number should be as high as his...

He had taken her peace of mind down with him. Everyone's peace for that matter. She hadn't known a restful night since he had thrown her from the Train... Since she saved him in spite of it...

_Sulk later... Focus on avenging your friends._

"Its a shame. This seemed like a decent book." That was another lie.The book was as terrible as the person who wrote it. She spit on the next page she ripped out, before crushing it into a hard ball and throwing it as hard as she could at Simon.

It was something she knew Hazel would do if ever she had the chance...

The ball hit the broken man square in the face, and for the first time that day- he looked up. "Why are you doing this...?"

There was the million dollar question... "Why?". Why do this at all? Her number was still going down, the kids were safe, Hazel was safe, and one step outside of his cell and Simon would be gone- And yet.

"I said once that I wanted you to suffer." Grace replied, laying the malice on as thick as she could manage. "For what you did to Tuba, to Hazel, to the Apex- To me!" 

_'And what you did to my best friend...'_

The thought echoed in her mind a moment. Her heart clenched at the thought. It felt- wrong to long for her friend. To wish that thats who was sitting before her, instead of this perfect stranger. This mad man who tried to take her life after she saved him. Who still fought her after she saved him a second time... How she missed that sweet little boy who always followed her around and loved her so dearly... It was nothing compared to how much she missed Hazel. 

Of how guilty missing Hazel made her feel...

_'I'm not your caretaker-'_

_'Simon and Grace weren't either!'_

She would remember that for the rest of her life... And Simon hardly cared.

"You're going to suffer- I'm going to make sure you suffer." Brown eyes narrowed. Now was the time to play the part of the scorned leader. "I'm the matriarch of this group now. Its the *least* I can do to help them feel safe..." 

Pale blue eyes widened, and Simon's pupils became small dots. His jaw was set and his fangs bared.The look of a crazed man would have scared Grace once- but she knew better than to be afraid of him. He couldn't hurt her now. She wouldn't let him hurt anyone again. Not even himself.

"Why didn't you just let the ghome kill me then!?" 

"And let you be killed instantly? By something that doesn't love you?" She grimaced, but willed the look away before Simon could see it. "That would be mercy." 

"You never loved me, Gr-" The slap with the hard end of the book came so quickly, not even Grace realized it was coming.

Simon's head hit the wall hard enough to crack the wall under it. Grace was almost certain she saw blood. She had to hold herself back from rushing to his aid-. Once she saw he was alright, she reminded herself that the headache he most likely had now was his problem. Not her's.

Her only problem now was his lies...

"I loved you."

"Lies!" Another slap, and this time Grace was aware of it. This time it was intentional.

"I loved you more than ANYONE else on this train... You were my first friend here! You've been with me for 8 years, Simon! I trusted you with my life once! I wasn't going to let you make me into a murderer after all of this! I wasn't going to be the one to have to tell your parents you didn't make it!" 

Another hit, and the spine of the book cracked against his cheek. She couldn't stop. She felt the rage and sorrow of every fallen denezin and tormented child in each hit. Tears were welling in both of their eyes now. Neither of them wanted to be here. They both knew it. 

"You chose a null over me..." Simon spoke between strikes. His eyes never left hers.

Grace finally let up, letting the novel slip between her fingers and land with a soft thud on the floor. It was as damaged as their hearts were. She made sure to step on it as she kneeled down, grabbing a fistful of blonde hair as she did. She wanted to make sure he stayed looking at her, but more importantly, she needed something to ground her.

She needed to know that he was alive and still with her. 

"I chose Hazel..." She hissed, glaring hard at him. "I chose Hazel when you killed Tuba... After you gained her trust- after you broke orders- they loved you too once, Simon! Just like I did!"

His head jerked away from her hand suddenly. "They were nulls! They don't feel love-"

"They were our friends!" She hissed, "Why won't you just listen to reason-"

"And take orders from a hypocrite?" He sneered, "You've killed nulls before! We've killed them together! You created the Apex and now you act like you did nothing wrong and why!? Because you spared one without realizing it!? Well!?"

He was seething with rage. She could see it. Seething, but utterly helpless. She watch him struggle against his restraints, against her hand- pathetically wriggling about until he wore himself out and simply slumped down, like a child after a tantrum. 

"Are you finished?" She asked, tugging his head back up. A weak nod answered her. "Good... Because I'm only going to say this once- I'm sorry for whatever pain I've caused you. I'm sorry for my part in the creation of the Apex, but I will *NEVER* be sorry for what you've become... I know you're in pain, but _you_ are responsible for your own actions. Not me, not the Apex, not Hazel. You."

"So thats what all of this is...? Your redemption?" Simon spat, blood streaking down his lip, "Thats what you kept me alive for!?"

"I wasn't going to let you die, Simon. I'm not a murderer anymore..."

She let his hair go, watching it flutter down his shoulders and back. It was chilling just how long it was now. She remembered when she could barely run her fingers through it. And the first time they managed to fit it back with a rubberband. Back when he let her get this close... Such simpler times.

Times when peaking at Simon's book sent him into an embarrassed frenzy. A time where she didn't fear what he had been hiding from her within those pages... She now feared she would shatter the illusion she had her of her once best friend if she read anymore.

With a soft sigh, she picked the novel up again, ready to resume page tearing. She tore a little faster now, each rip drawing a wince from Simon. It was almost all gone now- until a name caught her eye. 

_Queen Gracie_

"You named a character after me?" Her gentle voice startled both herself and Simon. 

She noticed the flicker of his eyes... There was an opening now. One he would exploit as soon as she allowed him to open his mouth next- 

Grace decided not to give him that chance. 

"How sweet... I'm flattered" She smirked, but stopped after noticing how uncomfortable Simon seemed now. This wasn't a playful conversation about his book. "Lets see if you captured me correctly, okay?"

With a throat clear, she began to read. Her tone a mockery of Simon's own voice when he greeted her upon her return to the Apex.

_'Queen Gracie of Eddermore, first of her name. A very proud and outspoken woman. She ruled her kingdom with an Iron fist, striking down any and all who opposed her-"_

"You got that right." Grace snickered fondly, leaving the page alone. 

Her hands were shaking with adrenaline. She wished she could just leave quickly and take the book with her. Maybe put the book together and truly read it and understand Simon- but she couldn't.

Soon it became a game of tearing only pages that didn't have her name on them. Ones that did, she read out loud. From battles with rival kingdoms, to royal meetings, to an arrange marriage and a short-lived affair with one of her knights- her character was bold and daring. She was seductive and clever. Things that Grace would have been flattered by, if not for the person who wrote them...

"Aww. You sound like you had a crush on me, Simon." For a moment- it almost felt fun. Like they were just friends again, teasing and playing with each other. Knowing the mocking tones were all just in good fun... Not anymore. 

"I was in love with you once..." He whispered, and she laughed. So loud that it even surprised her. 

The confession didn't surprise her, however, nor did it mean a thing to either of them anymore. Maybe if things had gone differently, it would have. But now? "I don't need whatever your definition of love it." 

"The same as yours, Grace." He replied stiffly. "I wanted to give you everything once."

"No... You wanted me to be your everything." She shot back, "And when I wasn't that, you tried to kill me... That isn't love, Simon."

"I tried to kill you after you betrayed me." His eyes narrowed dangerously. "But now it seems you betrayed me a long time ago."

"... Lets read on, Simon."

"Stop this-"

Now, this was torture. This was her digging into his side and making him uncomfortable. His face was so red that it nearly canceled out his number momentarily. Tears he couldn't hide were streaming down his face, mixing with the dried blood on his cheek. She knew she has struck a nerve...

Simon spoke pretty words, but it was a mask. 

"You actually did love me once... I can find it in your writing..." She supposed she had always known she would find that here. But what little good it did now. There wasn't a bat's chance in Hell. They both knew it. Where one took a sick kind of satisfaction, the other took grief. It would be the sword in his side for the rest of his life... And she was going to twist it deeper. 

Cupping his pale face in her hands, she looked down at him with the smirk of a Cheshire cat. He tensed up under her. A gloved thumb rubbed the side of his cheek, soaking up some of the blood from his injury. He looked confused by the comforting gesture... Good. 

Grace pulled him just a little closer and pressed her lips to his softly. It wasn’t loving, or passionate. It was cruel, in her opinion, and empty. A cold reminder of something they would never have. There was a dying ember there...

The next kiss brought life to that ember, but the fire was far from loving. It built steadily from their combined rage. Fed by blood as she ran her tongue along his bottom lip. This kiss burned them both in more way than they would ever care to admit. They parted once when their lungs stung from the lack of oxygen.

The third, final kiss was painful. Each wanting to see how they could hurt the other without words. They silently took turns nipping one another, just as they had in earlier conversations.

Her hands found their way under his shirt, scratching at the flesh she found there until blood dotted the surface. She scratched higher up, taunting him with her free movement when he had none. He groaned and she silenced him by deepening their kiss.

They would have gone further had they been alone- Maybe then she would have dug deep enough to find her true Simon. Or at least get confirmation that this one still had a heart.

Maybe they would have shown each other how much pain they were truly in...

But it was over quickly, ending abruptly when Grace shoved him back. Her palms pressed flat to his chest. She had honestly expected him to be mad based on how rapid his heart was beating- and yet instead, he looked lost. Empty even. His book- the very book that had ratted him out- laid destroyed around him. His kingdom both in book and out had fallen around him. 

And before him, stood Queen Gracie in the flesh. Breaking character to belittle him. She was not controlled by his pen anymore- if she was ever his to command. Somewhere deep inside of him, she was sure he knew that. 

It was cemented when she stood on the base of the book, and did a final ballerina twirl. The remaining pages twisted and pulled away from the spine, holes were worn into them the faster she spun. She didn't stop until she was sure the book was unable to be salvaged. By neither Simon, nor her ownself. She didn't trust herself not to come back for it, after all...

Ironically, the final turn pointed her in the direction of the exit.

As she walked away from the mess, she heard him sniffling softly. Over what, she didn't know, nor want to care. 

"Good night, Simon..."


	3. In The Dark of The Night

**Summary for the Chapter:**

> Grace pays Simon another visit.

Nights in the Mall Car were the hardest...

They were long, and dark... And lonely. The kids were always so quiet now, retreating to their own bedrooms for the night. All of them wanting a good night's sleep in case their exit came in the morning. It often left Grace alone for several hours. Not counting when she would go and check on the children, offering head kisses and extra blankets if it got too cold. 

The rest of the time, she was on her own. 

"Left up to my own devices." Grace huffed, "Whats on the agenda for the night?" 

Her chores were done already- the Mall Car was polished and even if there was any dust, it wasn't visible enough for her to care. Laundry was done as far as she was concerned, and any personal projects seemed to physically demanding this late at night. That left only one thing left to do. 

Pay Simon a visit.

* * *

When she entered his room, he seemed to be sleeping. His eyes were shut, head bowed, and he was slumped against the wall where she had left him. Not that she expected him to be anywhere else. There wasn't much he could do while being bound to the floor. This in mind, she took a step forward- 

The sudden sting in her right leg registered before she saw Simon jerk his head up and forward. Out of instinct, she used her good leg to shove him back against the wall and keep him there. Next instinct was to check her leg- where a bloodied carving knife was currently sticking out, about a centimeter deep. Not enough to be very concerned about in the long run- but just enough to make her mad.

"You stabbed me." Grace huffed, matter-of-fact. "Where'd you get the knife?"

"You left it on my desk when you burned the rest of my stuff." Simon spat, chest heaving under her foot. "You're just lucky my aim was off!"

_Don't show him any fear, Grace._

"Right, and what exactly were you aiming for, Simon?" A firm frown forced itself onto her lips. "You're bolted to the floor."

Simon's expression hardened, nearly unreadable- but his head then lowered so quickly that Grace knew she had him cornered. A good thing too. It gave her a leg up- both literally and metaphorically. She slid her foot further up his chest until it was just against his neck, forcing him to look up. An intimidating gesture in practice, while in reality was just her stabilizing her stance. 

Blue eyes looked away, but she caught the fear in them. That was a lie. They both knew it.

"...You were just trying to escape..." 

"No shit..." A growl erupted from the man's throat, and Grace answered it with her own. 

"Simon, theres nothing for you out there! If you left your cell, you'd be taken out by the Apex!" Grace exclaimed. 

"What Apex?" Simon scoffed, "You disbanded, remember? And we both know your numbers are dwindling... I could handle your kids."

"Okay, but even if you managed to make it out of the car, you know whats waiting for you on the other side of the door!" 

Even as they spoke, they could hear it. The squeaking whine of the cockroach dog. It stalked outside of their car, watching. Waiting for Simon to slip up before moving in for the kill... Surely Simon wasn't that crazy.

"I'd let it kill me." ... Then again, she had been wrong about Simon before. "Look at me, Grace. Even if this 'self-help train' decided I was worth helping, I'd be dead before my number cleared my forehead! What life is there for me beyond this!?" 

"It decided you were worth helping a long time ago and you threw away every chance it gave you." With that, she plucked the knife from her leg. A bit of crimson ran down her skin, but she'd deal with that later. It was nothing a bandaid couldn't fix.

The blade was dull enough. Worn from years of use. Carving hundreds of figures, now burned to ash. A fitting testament to its former owner. Grace tossed it between her hands, feeling the weight of it. It was light enough, and she quickly put together how Simon could have gotten it off of the desk and close to his person enough to wield it. She'd have to keep that in mind for when she cleaned his room next. 

"You were so talented... Not so much in your writing- but you paid attention to details..." She sighed, replacing the blade back on Simon's desk. "Why wouldn't you want to get better? I would have helped you!"

"You betrayed me, Grace... I would never trust you."

"I saved your life so many times Simon. More than I had to." Her heart clenched. "Unlike you, I don't throw away friendships- even when I should..."

"So instead you keep me locked up here? Just prolonging the inevitable? Or are you just trying to show your power and get your numbers up again?" He hissed, his voice filled with venom. 

"What are you talking about?" 

"Your number goes up every time you visit me. I've seen it..." The blonde slid to his knees suddenly, and Grace stepped back. Unconsciously, her hand reached out for the knife- "You're afraid of me Grace, and you should be."

Grace's eyes narrowed. Her jaw set together tightly and her chest heaved forward. 

"I'm not the one whose afraid... You were scared I'd leave you so you tried to do the job yourself." Her eyes narrowed, "You figured it be easier to close yourself off than to hear someone out. You're so stubborn that you're willing to throw out logic if it doesn't fit the way you view things. Is that why you keep blaming me for this!? Because you don't want to admit that if was your fault you lost me!?"

"Who made me this way!? The Apex was your idea. You were the one who told me numbers needed to go up instead of down."

"Simon, I said I was sorry for that, but look at my arm now! My number went down and it was *higher* than yours! Even with you as my prisoner, it still goes down- The train wants us to get better and it rewards passengers for it. You can't keep blaming me for your mistakes! Your number was low enough- if you wanted to, you could have been off the train by now! It's not my fault your numbers didn't go down!"

Simon bared his fangs dangerously- but hid them shortly after. He looked frustrated. Like he wanted to scream but couldn't. She could see the gloss forming over his eyes, but turned away before she could see them turn into tears. The last time they face off had been on an uneven battlefield. He didn't have to listen to her... Now, it was his only choice. Whether or not she had gotten through to him this time- she had no idea. 

_Clink-_

Out of the corner of her eye, she saw him move. It was a split second before she could turn around and found him standing, one arm free from his restraints. Her heart constricted instantly. Her hands went cold around the knife, and she swung blindly. The movement startled her, and the red that poured from his freed arm scared her. For a moment, she was deaf. She didn't hear Simon scream, but she saw it. Saw as Simon recoiled against the wall, pulling his knees up to his chest in what Grace guessed was to shield himself.

"Simon- oh God-" 

"Damn it..." The man hissed, red dripping down his arm. The blade was in deep. Not something a bandaid would fix. "You stabbed me!?"

Grace stepped back. "You stabbed me first." She answered dryly. "Simon, I'm so sorry-" 

"That was an accident!" Another groan. The wound wasn't spurting- that was a good sign. "And you're SORRY!?" 

"You also tried to kill me. Several times." She shot back, hiding any guilt she currently felt. "I'm not sorry for cutting you once!"

_Thats a lie... Oh God, I just stabbed my former best friend..._

Simon went silent, resting his head on his knees. His chest was rising and falling rapidly in pain, but Grace made no move to aid him. Even if he was startled enough to not try anything now, she didn't want to risk it until she was sure he had calmed down. 

"... Let me see it." She whispered. Simon didn't move. She took it as a sign to move cautiously closer. It was bad- but not as bad as she thought. He would need a few stitches, but that knife would have to come out first. "Sim-"

Before she could finish, his hand was around her throat. Pain and murder was in his eyes- but it was shallow. Behind it all, she could see his fear. She could feel it in the way his hand shook around her neck- in how he couldn't tighten his grip enough to cut off her air... With little effort, she pulled his hand away from her, and guided it back to its unoccupied restraint. 

"You're afraid of me." Her voice held no malice. It didn't need any. He would misinterpret her words anyhow. "You always have been."

No response. That was fine by her. She needed to go get the first aid kit anyhow. Then they could go to their separate corners and suffer quietly. The night was nearly over. It wouldn't be long. 

Grace stood on trembling legs, looking down at her captive. His eyes were sealed shut, his shoulders shaking violently. She could see the tears streaming down his face, and for a moment, she may have felt pity for him. And yet, she still turned away from him, leaving him to his misery. With her words still hanging thickly around him. 

"I'm sorry." 

* * *

Every night, Grace made rounds. She'd go and check on every occupant of the Mall Car. Offering head kisses and extra blankets in case it was too cold, sometimes laying down with the kids who were lonely. Tonight was no different- in a way. 

She was currently wrapping Simon's injured arm in gauze, just as he had taught her to do so many years ago. He was a Boy Scout once... Very kind and knowledgeable... And now- now she didn't know what he was. 

"Three stitches isn't so bad." She hummed. "Its too bad we couldn't cover it was a cool SpongeBob bandaid like mine."

It was forced conversation. One neither of them wanted to have, but was one they both needed. A calming atmosphere to help them both into uneven sleeps. And they needed that. They wouldn't admit it to one another, but they were worn down now. Eyes and hearts too heavy to continue playing the roles of a villain and hero for now. 

They could continue when they were both rested.

"Never liked SpongeBob..." Simon muttered, his voice so soft that Grace barely heard it.

"I know... But I did." Finishing up his bandages, she taped it up and stood again, much easier this time. "Get some rest Simon."

She heard him mutter again. Either a "thank you" or a "fuc-" well, that wasn't really important. She wasn't about to ask him to clarify. His eyes were already closed now. In his sleep- even with all the numbers, he almost looked like the innocent boy she loved once... It hurt, but she was beginning to accept this as their new normal. 

Despite the night's events, she still found herself going to him, misplaced guilt weighing heavy in her stomach. For whatever the reason, she pressed a soft kiss to his damp forehead, and turned to leave. 

The familiar rattle of a number recalculating rang out in the near quiet room, but she didn't bother to check whose it was or what direction it was headed in. 

"Good night, Simon..."


	4. A Send Off

**Summary for the Chapter:**

> "It helps to say goodbye..."

"It helps to say goodbye..." 

A very wise little girl had told her that once. A very wise, beautiful, talented, and overall kind little girl. Who Grace missed every single day they were apart. Time didn't make that any easier- not that time was something easily kept on the train. It could have been days ago that they parted ways- it could have been months. Maybe even years. She just wasn't sure. 

The only clear indication that *any* time had passed had been growth. She saw time pass through the remaining Apex kids, when the bottoms of their tummys poked out from their usual clothes. Their legs were all a little longer too. Espeically little Lucy's. They all ate more too. Her little ones were growing up right before her eyes. It made her wonder if Hazel was growing too. 

If _She_ was growing. Sure, she was 18 and had finished puberty, but she felt different. A little wider around her midsection, her hair was a little longer, a little shinier- in short. Grace felt different. Changed in both body and mind. And maybe in spirit. She felt peace with herself in the mornings when they celebrated a number being down to 1. 

Today, that celebration was for Lucy. 

"Eat as much as you like, Luce. You've earned it." Grace said, knocking the younger girl in the shoulder playfully. "You've earned it."

"But what about you, Grace?" The girl asked, "We've got bacon today. You love bacon!"

"Yeah? Well, I love you more." She wrapped her arms around Lucy's stomach and squeezed her gently. It was both a hug, and to check and make sure the child wasn't _too_ thin. "I don't want your parents to think I didn't feed you."

"You feed us too much sometimes!" Todd called from across the table. "You don't want Lucy to pop, do you?"

Grace laughed, "No. I guess not. But today is a special day, so its okay."

"Am I going to get off the train today?" Lucy asked, her little eyes sparkling brightly as she proudly waved her still glowing palm around. 

"Yeah. I'm sure of it." Grace smiled proudly, pressing a gentle kiss to the top of her little forehead. 

"I wish you could come with me Grace... I'm gonna miss you." The little girl wrapped her arms around her caretaker tightly, burying her face in the woman's stomach. "You can have my breakfast when I leave, okay? I want you to have it."

Grace felt tears prick the corners of her eyes as she accepted the hug. A thousand emotions were running through her, but the most prominent one was overwhelming pride and love for how far her kids had come. And as if on que, she heard the telltale shuffle of Lucy's number finally winding down to 0. 

She didn't have to look to see the glowing door behind her. This was Lucy's big moment after all, not hers.

"M-my exit! Grace, look!" The girl giggled, releasing Grace and racing to the door. "Its my exit! I get to go home now!"

"You sure do, Luce! I'm so proud of you." Grace smiled, wiping a few stray tears from her eyes. 

Lucy's smiled dropped suddenly, and the she looked up at Grace with a serious expression. Her own eyes were glossy. "Grace...? Is it alright if I go...? I'm not weak, right?" 

The woman frowned, knowing exactly who had taught that to Lucy. Leaning down, she cupped the girl's face in one last, loving gesture. "Its okay, Lucy. You're the strongest person I know, and when you get home, you better make sure everyone knows it, okay? Don't worry about me. I'll be fine."

"Okay... Thank you, Grace." Lucy sniffled, squeezing her one last time. "I love you..."

"I love you too, Lucy... Now go home. Your parents miss you." Grace shut her eyes, and could feel Lucy beginning to fade away, the hug becoming weaker and weaker. 

Nothing made this part any easier.

"Goodbye, Grace!" Whether or not she had imagined it, she wasn't sure. All she knew was that when she opened her eyes again, Lucy was gone, and the Apex was down another smiling face... Her number had also gone down slightly, but she hardly noticed it. 

"Goodbye, Lucy... Go on and do great things..." She sighed, slowly turning back to the breakfast table.

It seemed so empty now... And yet it shined so brightly. Like a warming summer sun. In that moment, she felt peace again. Knowing Lucy was where she was meant to be, and so was she. With a faint smile, she began cleaning up Lucy's discarded breakfast plate. All while humming a familiar song that always brought her comfort in times like this.

_"Don't be a worry baby... Don't have to hurry baby, when you're with me..."_


	5. The Visitor (pt 1)

**Summary for the Chapter:**

> An unwanted visitor arrives at the Mall Car.

"You certainly didn't make it easy to find you. I wasn't expecting your number to be so low..." 

Tea and biscuits with Apex Enemy #2 wasn't how Grace had expected to spend her afternoon, but what other choice did she have? It wasn't like the white furball ever went where she was wanted. She went where ever she wanted to go and stayed as long as she liked... As much as Grace hated it, she'd be the first to admit that she couldn't control it... Even if she REALLY really wanted to right now. 

"That was the point..." The woman sighed, chewing a dried end of biscuit. "What do you want anyway?" 

The Cat feigned a hurt gasp, "Why, Grace- you wound me. Surely even one such as I isn't above an innocent visit every once and a whi-"

Narrowed eyes silenced the feline. "Very well, you've caught me..." A deep frown settled into The Cat's face. So deep that her eyes drooped with it, "Word travels fast around this Train- as surprising as that is."

"It is. Amelia says not even One-One or anyone else knew about the Apex." The rest of her biscuit was discarded. The time for idle chat was over. "Talk." 

"... I heard what happened with Simon-" 

"From who?" 

The Cat shrunk back in her seat, eyes darting about rapidly. It was theatrical, Grace knew that already. A pause for effect. For nothing more than to build tension and piss other off. It was Samantha's way, after all. 

"I have my sources-" As were vague answers...

After the night she had, however, Grace was not in the mood to play along. Nor did she feel she would ever be in the mood again. She was through playing around. "You know thats not what I'm asking." 

"... Fine then. There was a little turtle traveling with the wretched Amelia, and she spun quite the tale-" The world stood still for a moment. Just long enough for Grace to grab The Cat by the seams of her vest and give her a shake. 

"You saw Hazel!?"

Samantha rolled her dark yellow eyes. "It is rude to interrupt, but yes. I did." 

"Well, did she tell you what happened afterwards? AFTER Simon trapped me in my own tapes with those little One-Ones YOU supplied him with!?" Grace felt her hands tremble against the fabric bunch up in them. The wound on her leg was pounding, as was the top of her head in memory of where the tapes had been extracted. 

The way the cat's eyes shrunk made it all worth it, however. 

"She... Did not mention that part-" The Cat admitted, "It is why I came to check on him- It sounded as though he needed further guidance-"

"He didn't need it from you." Grace spat. 

"I will be the first to admit that my attempts at giving life advice have been- spotty, in the past... But Grace, believe me when I say that I only came here today to help." In a swift movement, The Cat slipped out of her vest and landed hard on the floor. "Now please. Just tell me where my child is... I didn't see him when I came in." 

Grace's hands continued to tremble. So hard in fact, that the vest tore in several places while in her grip. She allowed the ruined garment to slip from her fingers and join its owner on the floor. It would be suicide to allow Samantha to see Simon- now a prisoner of the Apex. Bound and injured in an empty room, no less. It would start an all out war if she saw him like that. And in his fragile state of mind- the tricky little thing could convince him of anything- or could supply him with tools necessary to overthrow Grace again... Just as she had in the past. The Cat was a master manipulator, as well as a powerful enemy. Letting her loose in here would spell disaster for the Car and its occupants. 

_She already has Simon wrapped around her paw again... She wouldn't believe me if I said he wasn't taking visitors..._

"Samantha." The Cat looked up, face full of- hope? Had she been anyone else, Grace would have thought it was genuine. But she was getting so much better at reading others, and she knew it was nothing more that a lazy disguise. "Simon is gone." 

"W-what...?" 

"Hes gone. He overthrew the Apex and tried to throw me off the train-" A pause for effect, "His number went up his face and that summoned a gohm and-... He didn't get away this time." 

"So hes..." The Cat's voice caught in her throat, eyes wide and glossy. "Oh Gods... My Simon-"

Had she been any other cat, Grace would have pitied her. Maybe even reach out to comfort her- but like most things, she knew better. The Cat had abandoned Simon- drove his hatred of Nulls so deep that she ended up digging his grave in the process. All that and without even a look of regret. She had supplied him with the metaphorical poisons that lead to his downfall. The tapes being the latest... It was nothing more than a sick game the feline liked to play. - they all knew it, and in case she forgot, Grace was about to remind her. 

"Cut the crap. You didn't give a damn about him." Grace growled, "He was a toy to you."

The Cat hissed, her 'tears' vanishing instantaneously. "I raised the boy when he first entered this train!" 

"You just wanted entertainment... You handed a baby a sword just to see what sort of mayhem would ensue!" 

A claw swung and caught Grace's cheek. It hurt, five little needles digging into her skin- There would be a mark no doubt... Simon would know The Cat had been there. He was crazy, but he would piece together that Grace had lied- Hell, if he called out to Samantha now, she'd know it too. It was time to send this unwanted guest packing. 

"How dare you!" The Cat shrieked, claws digging in harder. "I loved that boy! I never wanted him to turn out like this- I admit that I've done wrong by him in the past, but I never meant for anyone to get hurt when I gave him that-"

Grace grunted in pain, pulling desperately at the other's fur in an attempt to dislodge her. It only took a swift pull to get the claws away. The pain was manageable- Mustering up enough strength, Grace threw the animal as far away as she could. The Cat's soft body hit the golden wings of the exit with a hard 'whump' before falling limply on the ground. She was still- but Grace could hear her shuttering, pain filled gasps. 

"T-this was your fault Grace..." Samantha hissed, "If you had just loved him as I had-"

"I loved Simon." She took a step forward, "But I'm not responsible for how he turned out." 

"A-and yet I am?" The Cat spat, rolling onto her side to face Grace. A bit of red dribbled down her chin. "How is that fair?" 

"Trauma is demanding- I couldn't take that away from him, and I shouldn't have had to." Another step. "You're not responsible for how he handled it- but you caused it. Not me. Its your fault hes gone now." 

Her wrist chimed, her numbers rolled around in full view of The Cat. When it stopped- they were both surprised. 

"Your number... Its gone up." The Cat muttered, her sights suddenly set on Grace. "You're lying Grace- Where is Simon!?" 

"I told you, hes gone." The number began to roll again- thats when Grace started running. She scooped up the injured Cat and fled to the exit. The door whirred open loudly and a sharp gust of wind scraped Grace's still bleeding cheek. She saw the Gohm, still pacing the end of the bridge like a guard dog... Perfect. Without another thought on the matter, she tossed the Cat through the door and slammed the door shut behind her. "And thats the only ending you get to know."

Grace could hear the angry Cat hiss at her from behind the door, followed by the squeaking cry of the Gohm... But she wasn't worried. The Cat was hard to catch. She would survive, and she'd be back for another 'chat' soon... Too soon for Grace's liking, but she would cross that bridge when she came to it. Right now she had scratches to doctor. With a nod of approval, the woman turned sharply on her heels and started towards the escalator. 

"Crazy or not... I'm not going to let you hurt Simon again..." 


	6. The Visitor (pt 2)

**Summary for the Chapter:**

> Now from Simon's point of view.

**_Simon's POV:_ **

_"Your number... Its gone up." The Cat's voice was pained and full of anger. "You're lying Grace- Where is Simon!?"_

_"I told you, hes gone."_

His executioner's voice was full of venom, her lies felt like several needles in his brain. If he could lift his arms, he'd cover his ears- block out the Void's words just as he always had- But _she_ had rendered him useless. She trapped him here, locked away from the world- away from the death he so desperately craved. 

One thing they train never mentioned is that the numbers burned when they got so high. Their burden weighed heavy on their passenger's skin. He felt heavy. Like Atlas, himself- holding the weight of the world on his shoulders for eternity. The only bit of relief being the darkness of his room. It made it easier for him at night, when he could close his eyes and pretend he was falling weightless in a black hole- in the void Grace had imprisoned him in for crimes _she_ committed-

"Hello, Simon." 

Eyes flashed open as Simon jerked awake. He hadn't realized he had fallen asleep- or that he had a visitor. One hiding ao far in the shadows that his light couldn't touch them. Not yet, anyhow.

"Whose there?" The sound of his own voice startling- it had become so weak as of late...

"Your judgment." The voice replied- sounding so familiar yet foreign... No- older. 

"The Null-" 

The girl stepped out of the shadows, now bathed in glowing green light. Her face was human again, but a thick turtle shell still remained over her midsection. She still wore the Apex's mark, the stripe of red seemingly engraved into her skin. As permanent as the frown on her face and the anger in her eyes. 

Tuba's bag was still tied tightly around her shoulder.

"I didn't think I'd find you here." Hazel's frown deepened. "I thought you'd be dead."

He winced. "I almost did... Until Grace trapped me here... But I'm guessing you didn't come here to hear that story..."

"You're right, I didn't." The bag was tossed to the ground with a heavy thud, falling near Simon's feet. "I'm not here for you."

"Then why don't you be a good little null and go run off to your void friend-" A clawed hand slammed against his injured arm with enough force to knock the air from his lungs. 

It hurt- everything hurt. So badly that his throat burned from the lack of air and bile rising up his throat. He felt sick. 

"I'm not here for Grace." Hazel snapped. "I came here because I want you to listen for once!"

The girl kneeled down towards her bag, and began to rummage for a moment. In an instance, a glass bottle was produced, full of little white orbs. Near identical to the one given to him by the Cat-

"Don't-"

"You don't get a choice." Hazel's tone carried as much malice as Grace's did. "You didn't let her choose either."

It all happend so quickly, he didn't have time to shut his eyes. The stark white, after going so long trapped in the dark, was blinding. His head throbbed so badly. Like it was being crushed under the wheels of the train. It became too much- he turned and vomited. 

"Sit up." Hazel's voice grated in his ear. 

"N-No-" He breathed, trying to stave off a second wave of nausea. 

"I can't unlock your arms if you're hunch over like that!" 

Too weak to argue, he lifted himself up. The wall of his room had fallen away, and with no other way to support himself he was forced to hold his own self upright. It was then he realized just how painful the task was... 

The null took it's sweet time in picking the locks, but soon they fell free from him and he was able to collapse onto his back in what felt like months. He still felt beyond sick, but the new position provided some relief. 

"You're sick." Hazel sighed above him. 

"It's just a headache." He muttered.

"No. You're actually sick. Physically and mentally." 

Images began to appear in the white, as if to prove the Null's point. There were voices, too far away for him to hear properly. But he knew who they all belonged to... Grace's being the only one he could make out clearly. 

_"The train can be confusing, and lonely-"_

"Lies... All she ever does is lie..." 

"Thats not true." 

Suddenly- they were back in Samantha's cabin. There was a stairwell- Grace was there, heartbroken and downtrodden... Simon remembered this moment well. 

_"Shes collecting again."_ His own voice rang out, just as broken as Grace's... 

"... I don't want to see this." The real Simon muttered. "Shut it off."

The null glared up at him. "No. You can't keep blocking out the truth just because you don't like it." 

_"Its been going down..." "I don't know why-" "I can't stop it-"_

"She knew why... She left me for a Null- Grace wasn't trying to stop it-" His tongue was tired. His eyes hurt from how tightly he had shut them.

"This was before she knew about me or Ms. Amelia! How could she know!?" Hazel shot back, "She wasn't lying, Simon... You were." 

"I wasn't-"

_"I'm always with you! We're a team-"_

His own voice sounded so foreign. So proud and nieve to what was coming. He had been so innocent back then, and meant every word of it. It wasn't his fault that Grace betrayed him- 

_"I'm always with you!"_

"She left me-"

The voices built now, overlapping each other. Images of his past life- their old life together ran by too fast for him to keep up with. Their first days together, growing together, every waking hour he and Grace had spent in one another's company- this was how he imagined his death would have been. 

_"Always!"_ He didn't know better...

 _"She's not acting how she should!"_ There was no controlling Grace... He knew that. 

_"I liked what we had."_ It was all her fault for changing... She changed the rules of the game without him knowing-

 _"You lied to me!"_ HE didn't do anything wrong!

 _"Look who came crawling back."_ She was going to lead the Apex astray... Right? 

_"Why would I want to change when I'm always right!?"_ He WAS always right... Always- except when he chose to trust Grace. 

There was silence. It was almost as deafening as noise had been. For a moment, he felt it was safe to open his eyes again- only to find one image still lingering around them. Of him and Grace, laying on the bridge together. Both were tired and battered, out of breath and their eyes closed. He heard a voice overhead. One that didn't match the image shown-

_"I trust him with my life."_

"You didn't trust her with yours. Even after she saved you." Right- Hazel was still there. "You were still afraid she would leave you."

_"W-why did you do that...?" "... I don't know..."_

"She didn't care about me... If she had just said someth-" 

"Saving you wasn't enough!? Staying with you until YOU left HER wasn't enough!?" The girl snarled. 

"She left me-" 

"You abandoned her! She never left your side even when she should have!" 

The images began to run back through, images Grace couldn't have possibly had manipulated. When she saved him, when they found their car- holidays together, taking care of their first Apex kid together. There were snowball fights and actual fights and reconciling afterwards. Never once was he without her. 

"Hazel-" Simon forced himself to sit upright. Every fiber of his being screaming for him to lay back down. Had he had the strength- he wasn't sure what he would do- or if he would do anything at all. 

"I don't expect this to change anything or fix you." Her tone was calm, even. "You're too far gone."

His head hurt. He had picked his brain apart, searching for an argument that would make sense- that would prove him right- but only succeeded in ripping his thoughts apart. There was nothing left. "The train-" 

"No Simon. You're responsible for your own actions." Hazel stepped forward. "Not the train. Not me. Not Grace. You..." 

That- was something he had heard before. Many times. Back when he was capable of lashing out and throwing the problem to the wheels. Back when there was an Apex and he was part of the hierarchy. That was back when he was important. A leader- second-in-command to Grace. 

That was gone now, with no hope of reestablishing... Most of their children had since left the train... He remembered the day little Lucy had gone. Could hear it from his room... Everyone had abandoned him- 

Everyone except-

"Grace..." Her name stung like poison in his mouth. His old friend, now enemy- maybe one day his executioner- no. Above all, she had been his victim...

Hazel rolled her eyes. "Wow. Did something click finally?"

"... It... It doesn't matter now." Pale eyes looked up into stone cold brown ones. "None of it matters... Even if I changed now, I still lose Grace... I'm never getting off of this train."

"That sounds absolutely awful. No idea what thats like." The child scoffed, waving around her numberless hand. "Oh wait! I do! Welcome to 'Null' life." 

"Heh... I remember when you used to be such a sweetheart." It was the wrong thing to say, and he knew it.

"You made me this way, Simon." Hazel said, "After you wheeled Tuba and ruined Grace. You did what you accused Grace of doing." 

_"Simon's going to kill me!" "I'm afraid, Grace!"_

"And yet Grace isn't responsible for how I turned out..." 

"Big difference! You're 19 and I'm only 7!" The girl exclaimed, "I can change now or I can end up like you! You had time!"

"You had a birthday... Congrats..." He muttered bitterly.

"That doesn't matter anymore!" She was right. About a lot of things.

She could end up like him... No. She already was like him. A prisoner of the train, away from the only friend they had ever known- alone. Hazel was exactly like him already... 

He was her executioner. 

_He_ was the one who sent a child to their death just as the Cat had done all those years ago. Back when his story began-

"We're never getting off of this train! Whats the point!?" 

"Because Grace is going to get off one day. Do you really want this to be the version of you she remembers!?" She was right...

Hazel was always right... 

Up ahead, in the midst of his memories, he saw the two of them. Playing so freely in the snow- right after she taught him her song. She had tried to connect with him before- she knew about his past out of concern instead of pity. The little null who saved him from being crushed to death by her own null. No- the little girl and her own version of the Cat... The pair who trusted him once before he threw that all away... She truly was just like him now- She even made Grace cry.

That ended here. 

"... Go back to Grace." He muttered. "It's too late for me to change in her eyes... You still have a chance. She'd take you back."

"No. She had just a big a part of this as you did." Hazel turned. "Only difference is that she's doing something about it now... I know Tuba would want me to forgive her someday, but that isn't right now."

Simon felt his heart hammering in his chest. Even with his arms free, he found he couldn't get up and go after her. "Hazel- I'm sorry. Be mad at me- Grace didn't do anything-"

"Does it matter-?" Her back was to him, but she had stopped.

"Y-yes! You shouldn't punish Grace for what I did." It wasn't his own voice he heard- at least- it didn't sound like his own. Right now he sounded- Desperate? Yes. That was the word he'd used. Pathetic being a close second. 

"This was your fault. Just remember that."

As she walked away, darkness followed her, until Simon was left back in the void he had often imagined himself in. 

_"I told you, hes gone!"_

Grace's words echoed throughout the void and for once- he felt she was right...

* * *

**Grace's POV:**

Something was wrong.

Simon had been far too quiet that afternoon... Surely he had to have heard something during the Cat's visit- so why hadn't he called out to her? It wasn't like him to miss the opportunity to throw Grace under the bus- yet he didn't. The Cat was looking for him anyhow. He *wanted* to leave. There was a chance-

"Something is definitely wrong-" Grace muttered, racing across the bridge that connected their two rooms. "Sim-"

She found him slumped over against the wall, muttering incoherently. Lost in the void of his own mind. He was pale- even with the numbers covering his skin, he looked ghostly, aside from fever spots decorating his head. His still injured arm was an angry red. The man was breathing still, but rapidly.

"Oh geez- Simon!" 

Despite everything- her better judgement, and past experiences with him- she rushed to his side. 


	7. Let the Rain Wash Away

**Summary for the Chapter:**

> Grace tends to an injured Simon.

He was warm. 

Too warm for her liking. Like a small fire had been lit behind his forehead, stinging her once cool fingers. She suspected he had been this way for a little while now. A day or two, maybe- it was hard to keep track of the days here sometimes... 

Judging by the deep red colour surrounding the dripping wound on his arm- she would say it had been days since their last encounter. 

"Days-" One bind fell free from Simon's wrist. 

The man muttered something incoherent when it did. It didn't seem directed towards her. His face was scrunched up in pain, his eyes tightly shut. Whoever he was talking to now was beyond Grace. Beyond anything that existed in their world. 

The other binding came off, and for the first time since his imprisonment- Simon was free. His first act was to fall over onto his side, head slamming into the floor... 

"I guess we can add "concussion" to the list of things wrong with you..." Grace half-mused. 

She couldn't stand the near silence. Nor the occasional groan from Simon. It broke her heart in a way that felt wrong. This was her enemy, after all. An enemy who she swore she would make suffer. The man who had trapped her, tried to throw her from the train- who made her trust him... Who abandoned her. 

But somewhere, buried deep in a pit in her heart, he was still Simon. 

He was her best friend once. The sweet little boy who cried when his cat left him, wore socks with sandals, and was a self-proclaimed 'Chubby Bunny Champion'. They had good times together. There had been genuine love there once. It was why she had saved him from the second gohm in the first place...

But now? It felt wrong to consider assisting him. Something stopped her from tending to the wound she inflicted on him. Maybe the same thing that made her lie to the Cat when she could have just let Samantha deal with Simon. That way she could hurt him without Grace having to be involved.

_'Your number goes up whenever you visit me... I've seen it.'_

And he was right. Even the train was warning her. Violence was something she had welcomed once. Coming back to Simon was only undoing everything she had unknowingly worked hard for. It would be best for her number if she left him this time... It had gone up high enough after her visit with the Cat...

"I'm sorry, Simon." She muttered, helping the man to lay on his back. "I should have just let you go..."

Her legs ached as she stood, looming over her former friend. His entire body was shaking by now, but she looked away. Guilt panged in her chest. He looked worse than he had when the gohm had attacked them on the bridge- and this time it was all her fault. Simon had wanted to die- welcomed it. She should have respected that. There was nothing more she could do for him. Keeping him here only prolonged things. It transfered the blame to her. 

"Why did I do this...? What the HELL was I thinking!?" She felt choked. "I was so angry- confused- I wanted you to hurt and now you are and I feel *terrible* about it! You wanted me dead- I shouldn't feel upset about this! A rational person wouldn't-"

"G-Grace..." Simon's voice was so soft she almost hadn't heard him. 

"Simon-" His eyes were cracked open now. Blurrily glancing around the room before landing on her. She froze under them. There was something so familiar about those eyes...

"Did you see Hazel...?" He muttered, a faint smirk falling over his pale face. "She yelled at me..."

Grace felt her blood run cold at the name. 

"What- Simon, Hazel was never here." Her own eyes went blurry from tears. "Hazel left us, remember? You-"

"I left you." 

He sounded coherent. Dazed, but matter-of-fact. For a moment his eyes had cleared and his gaze focused on her. His chest was still heaving, but his face was relaxed. There was a ghost of a smile on his face. 

"Y-you did. You left me." Grace furiously wiped her eyes. "What are you smiling for?"

"I left you..." Those blue eyes went glossy, tears slipping down the sides of his face. "Even though you stayed with me..."

A soft laugh left her. "Simon...? You're not making any sense." 

"I never wanted to be alone..." Simon moved to sit up, but laid down quickly. "Bad idea..."

A faint smile pulled at Grace's lips as she knelt next to her former friend. He seemed- familiar. Like his old self- but she knew better. He was too out of his own mind to mean any of it. Even if he had learned something, it would take time for him to actually apply it. Even if he had a change of heart, he was still a toxic person. Too toxic for her to consider being friends with again. Maybe someday with a *lot* of work. But not today. 

"Why are you telling me this?" She asked. 

"Just... Wanted you to know..." His eyes slid shut. "There was nothing you could do for me... It was my fault..."

"Simon, you're sick with a raging infection." Grace sighed and shook her head. "You wouldn't say any of this if you were in your own head."

"I know... Grace...? I'm going to die here, aren't I...?" His eyes cracked open again, "I don't want to die this time..." 

Tears sprung into Grace's eyes and she let out a shuddering breath. She cried for herself, for Simon, for the pain they had put each other through- for the two innocent children who had been taken by this damn train and eventually pitted against each other. They hadn't always been this way. They were kind to each other once. Had loved without question or remorse. Loved with their whole heart and then some- but the train had twisted that love. It became a race. The number system- the train's hierarchy, fighting for their place here. 

Even now, the glowing numbers controlled them. It imprisoned Simon- it held Grace. It classified who got to stay or go. No number or too many numbers meant you were unable to leave. Passengers weren't allowed to see their families until *it* deemed them worthy of such a gift. The train didn't care who they loved or if they lived or died while on it. They only had each other. The train wasn't going to send them to a hospital or a prison car. There was no mental health car that would help them work through their problems in a constructive way. 

That left them on their own with a choice to make.

"You're not going to die." She said, helping Simon to sit up. "I'm going to help you."

"Why...?" 

"Because you're looking at the new and improved Grace." She teased, despite the pounding in her chest. "I've learned a thing or two about empathy..." 

"But your number-" The man slumped back over. He was out of his mind, yes- but if he was talking then he was still breathing. That was a good sign- she just had to keep him talking.

"Simon- it's not a crime to help someone." Grace replied, helping him to stand and giving him a shoulder to lean on. "Even if they don't deserve it... Can you walk?"

A hum answered her, and Simon leaned on her. He was burning up still- that was her first concern. Any warmer and they'd have more than a fever to worry about... After a quick prayer that all of the Apex kids were still out for the day (and cursing whosoever idea it was to burn Simon's bed), she walked him towards the room's exit. 

* * *

It was evening time, based on the lighting, but still bright enough to see that the Mall Car was completely devoid of anyone else. With the coast clear, they stepped out onto the bridge that connected their spaces. Simon instantly hissed and struggled to get out of Grace's hold. 

"Whats wrong!?"

"B-bright... It hurts..." The man whimpered, free hand coming up to claw at his face. 

"Right- you haven't seen sunshine in a while." She murmured, keeping a firm hold on him and continuing their treck despite his protests. "I know it hurts, but we're almost to my room." 

Almost, but not quite. All the while, Simon continued to writhe in agony. It stirred up painful memories of when the gohm came after them... Simon's number was still too high for Grace to see if the cockroach had done any damage to his face and body. She might never know how hurt he truly was- how much Hell she had actually put him through by keeping him alive-

"We're here."

Her room. Her sanctuary. The little apartment she had created for herself. It was much more modest than it had been. The throne was gone- replaced by an actual queen sized bed. She had gone up a mattess size since the kids kept coming to her at night. All plagued by nightmares of what had gone down... A knot formed in her stomach- wondering what the kids would think if they found out that their sanctuary would be used to house their enemy for the time being. An enemy they weren't sure was alive or not. 

_'I'm the matriarch of this group... I take care of everyone here...Including Simon.'_

That was her mantra as she tossed Simon onto her bed and continued to glance around her apartment. She had plenty of blankets, all of which were then tossed over Simon's still shivering form.

"Hopefully that helps your fever break..." Grace said, all while trying to pull her fifth grade Health Class lessons to memory. She could almost hear Mr. Smith's accented voice when he lectured them about how cold water could save a life. 

And as luck would have it- her room had an attached bathroom. Something she had installed herself as soon as she hit puberty... it wasn't much, just a shower, a sink, and a toilet- but it would do. The lighting was better in there too- she could have a better look at his arm. 

"Simon, I'm going to go start the shower- we need to cool you down, okay?" She wasn't expecting an answer, but talking made her feel better. 

"... A what?" 

* * *

The hiss of the icy stream was a welcome sound. Like a calming rain after a drought. It settled Grace's rapid heart, and even Simon seemed to have calmed down a little- the calm didn't last long. Two things happened as she helped him under the water- the first being that Simon panicked from the sudden cold, and the second being that he immediately slipped afterward. The entire thing almost had Grace in tears from laughing for the first time in a long time.

"C-calm down. Just sit." The woman giggled, carefully lowering her former friend into a seated position. It was almost comical- this was the same man who was capable of murder- who had kicked her to what would have been her death- now brought down by a shower... And then by the force of the water- which nearly knocked him onto his back. 

Grace had hoped to stay out of the water- had hoped Simon would be able to hold himself up- but by then it seemed unlikely that he could. Her shirt was also already drenched, as were her pants. There was no point trying to avoid it now...

 _'Good thing its laundry day...'_ After slipping off her socks and shoes, the former-leader joined Simon in the shower. She had her back to his, and he leaned on her slightly.

"Thanks..." He muttered. 

"Doesn't bother me any." Not a complete lie. The water was cold, but refreshing. It made their wet clothes cling to their skin, but it also cleaned them. "Just close your eyes and rest a little, okay?" 

No response. Simon must have fallen asleep- a good thing too. Grace was running out of things to say to him. She wanted nothing more than to relax a little now. They were safe. Simon was too weak to try anything- and even if he did, they were in her domain now. She knew where the weapons were hidden. And evidently, she knew how to use them.

"Speaking of-" Her back began to ache from holding Simon up- and there was still work to be done. Carefully, she wiggled out from behind him, maneuvering herself under she was sitting cross-legged behind him. After that, it was a matter of lowering him carefully until his head was in her lap. He hadn't woken once while being moved. 

From this angle, she could better look at his injured arm. It looked- deeper than she had remembered. The red colour went up his arm to his shoulder. The edges of the wound were dark red, nearly black, and a sickly yellow surrounded his stitches. The combination of colours reminded Grace of a deadly coral snake... Flecks of red and brown mixed with the shower water as it ran down Simon's arm and settled onto the wound- Old Health Class lessons would have told her that the wound wasn't properly disinfected- obviously...

"That doesn't look good..." She whispered. 

Simon stirred a little, face contorted in pain again. 

"... I'm going to get you some help." From where- she could only thing of one place. But that would have to come later. 

Calling back her lessons, she reached out for a bar of soap and carefully rubbed it between her fingers. The surrounding area was hot to the touch, and she cleaned carefully around the wound itself. A bit late- but it was better than doing nothing. 

"Grace-?" Simon opened an eye,

"I'm here." 

The man glanced down, gaze falling to where Grace had been cleaning. "... That looks bad."

"Thanks, Captain Oblivious." Grace huffed, settling the bar of soap on her lap. "It is bad."

"Just saying..." Simon sighed, eyes shutting again, "... Hey..."

"Yeah...?"

"Remember when we were kids... And we used to go swimming in that Lake Car...?" 

In spite of the situation- Grace smiled fondly at the memory. "Only on bath nights... Those were fun nights..." 

"We used to do a lot together." Simon muttered. "Everyday was an adventure..."

"Yeah... It was..." Grace sighed sadly, pushing a few strands of hair out of Simon's face.

She used to love his hair. Always playing with it whenever she had the chance- tying it up and out of his face whenever it got too long... It was so long now. But just as soft as it had always been. She ran soap covered fingers through the strands- possibly for the last time. When Simon recovered- if he ever did, she would never have a chance to get this close again.

Suds built up under her palms, and were washed away by the cold water. In that moment, things felt peaceful. Like nothing had ever changed between them. 

"Grace... We won't have anything like that again, will we?" His voice was so distant- so sad even.

"No... We won't..." She sighed. "I think this is it..." 

"... I figured." Simon's eyes opened again. "I hope it brings you peace of mind..."

"I hope so too..." She continued to run her fingers through his hair, her tears mixing with the water on her face. "I wish things could have been different..."

"I'm sorry they couldn't be... I'm sorry I couldn't be a better person..."

It felt as though she were talking to a ghost. A phantom Simon that had never really been there. That her Simon had died on the bridge, and that this was an imposter posing as him. Telling her what she wanted to hear from him. What she expected of him- to change for the better like she had. But that was just wishful thinking. This was her Simon. The one who turned against her- just under the influence of an illness she had caused. He hadn't changed- hadn't meant of word of what he said and yet still a part of her wished for it. Prayed for it to be real. Wanted to pretend that it was. 

"Simon- lets not talk anymore." Grace whispered, "Lets just pretend we love each other and that things will be okay... Just while you're like this."

It was wrong- it felt wrong, but they both needed this. Even if it was a lie. 

"... Okay..." 

Their tears mixed together, as Grace applied more soap to her hands to stop herself from burying her face in them and openly sobbing. She ran them through Simon's hair, desperately tangling her hands in it for what felt like the last time. Clinging to a fading image of their future together, one that would never come to pass. Of the past that would never be again. Of their fallen kingdom.

She leaned forward, and pressed a soft kiss to his damp forehead. 

"I love you..." A lie she needed to hear.

"I love you too..." Likewise. 

The telltale rattle of a numbers recalculating rang out, amplified by the shower walls. Grace rarely dared to check her number after a visit like this, but she had to know what had changed- if this was the right or absolute wrong thing to do. She glanced down and- 

... The Gohm had done damage to Simon's face...


	8. Backs to The Wall

**Summary for the Chapter:**

> Grace seeks out help from an unlikely source as the situation worsens.

**Notes for the Chapter:**

> PLEEEEEASE READ!!! 
> 
> So as you might have noticed, we are now on chapter 8/10. What does this mean? Well, nothing really. I considered if I should extend Down and Out or do a sequel, so I want to hear from you guys. Would you want a longer story? Do you want to see how chapter 10 pans out before making a choice? Leave a comment below!

_"... I'm going to get you some help."_

She promised she would- Or at the very least made a silent promise to do so. Simon wasn't fairing any better when she went to check on him that morning. His fever had lowered slightly, but he had thrown up during the night and hadn't moved much after falling asleep. In the morning light, Grace was able to get a better look at her ex-friend's now exposed face- Dark red skin covered most of his forehead and, ending just below his cheekbone- right where his number stopped. What lay beyond the green glow was beyond her line of sight. 

"Just how bad is it...?" Placing a cool hand against Simon's heated skin, Grace tried to feel for something- any indication of further injury. It was near impossible to tell with how hot the area was. 

Simon groaned weakly, pressing gently into Grace's hand. He was still too far out of his mind to notice that he was only held down by a few blankets now. By the way he was bending his wrists, she'd safely surmise that Simon truly believed he was still in his cell, bolted to the floor. That made things easier. She didn't have to worry about leaving him alone...

"I'll be right back. Just stay there." A small joke, but just enough to clear some of the air that wasn't currently overrun with the smell of vomit and infection. It made her stomach churn, but she swallowed the bile rising into her throat and left quickly after that. Simon's tracker was tucked into her pocket and a harpoon pack was snagged on her way out the door. The rest of the former Apex kids knew better to go into Grace's room while she was out- she wasn't worried about them. 

Nor was she worried about the Gohm that still stalked around the cars. It wasn't interested in her. Holstering the pack, she aimed for the top of the next car and fired. The pack worked perfectly, pulling her safely above the circling monster, who did no more than squeak and hiss loudly. Taking a sigh of relief, Grace withdrew the tracker from her pocket and turned it on. The device crackled to life, displaying one large circle behind her- Simon. And one slightly smaller circle about 30 cars ahead, 15 if she took it two cars at a time- her target. 

"Okay- sit tight, Simon." 

Behind her, the Gohm roared angrily, drowned out by the wind that whipped passed her as she rushed to the next car.

* * *

Grace didn't know how long she had been running for. It could have been minutes- maybe a few hours. Hell, with the way the train worked, it could have been days. Her legs refused to quit on her until she was one car away- just a hop, skip, and a jump from the person she was looking for. Every muscle in her body was screaming and her lungs burned, all while her thoughts kept going back to a single word: Why?

 _Why help Simon at all?_ She didn't owe him anything.

 _Why bother when he wanted to die?_ She wasn't sure why.

 _Why save him in the first place?_ He was beyond saving. It wasn't her job to fix him. 

Lord knows that she knew that. Knew that the moment he recovered, he wouldn't suddenly be a changed person. He would still be the same toxic, manipulative, evil person he had been the moment she stopped being who he wanted her to be. The second she changed from the idealized version of her he had created in his mind. Somewhere, she knew that this was wrong for both of them. She was helping her abuser when he didn't deserve it. The train was sending it's reapers to come claim him and yet she kept helping him-

"The Train wants us to get better." Grace muttered to no one but herself, her legs finally giving out. 

She collapsed onto the cold metal of the rusted bridge, her body refusing to go any further- but the intrusive thoughts didn't stop. She was a prisoner of her own mind again, only this time, it was a prison of her own design and her doubts were her keepers. 

_"Hes beyond help. You're helping a murderer."_ "I know..."

 _"Letting him die from this wouldn't make you a bad person. He made his choices-"_ "I know, I know." 

_"You don't have to help him."_ "But I want to." 

_"You gave him every chance to get better. Simon doesn't want your help."_ "He doesn't have any choice now." 

_"Why?"_

There was that question again. That lone word that had been buzzing around her mind like an angry, relentless bee. It stung her so many times, she never thought the stinger would fall out. The Train wasn't going to answer it for her. She wasn't even sure if the train could tell her why. It didn't have emotions like she did- it didn't even know she existed other than being a number in a system. It was up to her to decide why. 

"Because I'm Grace freaking Monroe! I created the Apex and I _want_ to fix things." Her voice startled her, horse but strong in her ears, "This train taught me empathy. It taught me to take care of those I love- I'm doing this because its my choice. Not because I owe anyone anything. Simon was my friend once- screw the train. If I'm going to leave, I'm not letting any ties undone-"

"Who are you talking to?" 

Grace jumped, startled by the booming voice. A black boot was inches away from her face, tapping rapidly against the bridge. She didn't have to look up to see who it was, and her face went red from embarrassment. Without having to look, she could see the disproving expression on the woman's face- one she had seen so many times from her own mother. 

"A-Amelia-!" Grace scrambled to her knees, wincing at the pain and lightheadedness that came from sitting up so quickly.

"I asked you a question." The woman huffed. 

"J-just myself." Grace muttered, staggering to her feet. She had to grab the bar beside her just to keep herself steady. 

"What are you doing back here? Didn't you go to find your little cult?" Amelia's face was bitter, but her tone was smug. "Based on how you're staggering about, is it safe to assume that you're currently under the influence?" 

"W-what? No! Look- I came looking for you because I need your help-" A hand wave silenced her. 

"You've come this way for nothing. I don't have time to assist you with whatever mess you and your brats have created this time." The woman turned sharply on her heels. "Now, if you're going to stay out here any longer, keep your voice down. That little one of yours is trying to nap." 

"Hazel...Amelia-Wait!" Grace's heart skipped a beat. Her palms were sweaty now, squeaking loudly as her hand slid from the railing. The noise was enough to draw Amelia's attention back to her.

"What is it now? I haven't got all day." The older woman turned back around and folded her arms over her chest. 

"Its Simon-" By now, her poor heart was in her ears, hammering so loudly she could hardly hear herself speak. "Hes-"

"The highest number on the train? Yes, I didn't think it was possible for a moppet to exceed the train's number limits, but hes caused quite a disruption," Amelia's eyes narrowed, "The Conductor sent others to handle him. He is NOT my problem."

"'To handle him'!? The Train is trying to kill him!?" The hammering stopped, black spots dotted her vision from lack of air.

"Yes... That is what happens to those who are beyond help." Amelia frowned grimly, eyes narrowing. "There is no point in trying to save hi-"

"He is a child! You said so yourself- The train is the CAUSE of all of this!" Grace snarled,

"I'm sure it is." Unaffected and unconcerned. Just like the train itself. "But most are beyond help the moment they arrive."

"His number was lower than mine when he got on- we didn't know numbers were meant to go down! YOU gave us the wrong idea!" Grace's heart was in her throat now. If 'never meet your heroes' was a person, it would be Amelia. She knew that now. "One-One could have stepped in at any time-"

"You two going down the wrong path was NOT my fault! And I've told you already, One-One doesn't know you exist. Unless your number is too low or too high-" 

"So thats it!? Amelia, you know we exist now! Don't you feel even a *little* sorry that your misguided attempts to bring your husband back is what lead to somebody else's son turning out this way!?" Grace's whole body was shaking by now. There were tears falling down her face, and she didn't bother to wipe them away. "I know you don't understand, but I lost someone who used to be very important to me because of this damn train- If this were Alrick-"

"Don't you DARE bring my husband into this! He is nothing like that boy." Amelia balled up her fist and took a threatening step closer.

Grace didn't move. She couldn't. Not just because of exhaustion, but to show she wasn't backing down from this. "And I do understand better than anyone what its like to lose someone, but your boy made his choices. That is on him." 

"Amelia- The Train wants us to get better. How is letting him die the answer? How is making me live with that going to make me a better person?" Grace stopped, and wiped her eyes. She caught a very brief glimpse of her number- it was recalculating, but she couldn't tell in which direction.

"You need to let it go. You're helping the wrong person for the wrong reason." Amelia huffed, "If you ever want to get off this train, I suggest finding a new car and starting over." 

"And pretend that something isn't wrong? That killing people who hurt me is the way to fix things!? Just out of sight, out of mind?" The tears stopped. "Not how I do things anymore."

"Then you're wasting your time." Shaking her head, the false conductor turned from her. 

Amelia didn't give a damn about anyone else never had. If Grace knew what she did now, then maybe- just maybe she and Simon would have had a fighting chance. They would have been home already, maybe better off- maybe worse. Maybe Grace wouldn't be having this conversation in another life. Maybe it would be Simon in her place. There was no telling what would or could have happened, and it didn't matter anymore. This was where their paths had lead them. 

And this was the fork in the road. 

"His number went down last night- I know hes still a lost cause, but hes also my oldest friend- In some ways hes my Alrick... Or was..." 

"... I told you not to mention him-"

"I'm a better person than I was a few months ago. I'm not going to lose anyone else to this Train. Not while I'm on it." She let go of the railing and straightened her shoulders. "I know you're better too... Please- just help me this once."

Amelia's brow furrowed. Her mouth opened in closed as if she was trying to yell at Grace but nothing came. Her dark eyes were burrowing into Grace's own- searching for something- any indication that the girl was being disingenuous. 

"... Whats wrong with him?" She asked at last. 

Grace winced at the memory of Simon in his current state, "We had a fight and he got stabbed with a carving knife. I think its infected now-"

"When was this?" Amelia snapped. 

"About a week ago-"

The woman looked skeptical now. "Only a week? I don't know what you want me to do about that then. I don't carry Bactine on me and this isn't a hospital car. Just keep the area clean and-"

"I think he was already hurt before this from when the Gohm attacked him... His number is covering his arm... But he has a fever and started throwing up-" Another hand wave, and Grace knew to silence herself.

"Is the wound an odd colour?" Amelia's eyes darted back and forth now, her voice serious but calm.

"Black. Theres yellow around it too." 

Amelia went quiet, eyes still darting around. She seemed to be in very deep thought on the matter. Grace hadn't realized she had been holding her breath until the woman turned around and her heart sank. 

"I will get my things..." The old woman tossed over her shoulder. 

"... Thank you, Amelia."


	9. Chips are Down

**Summary for the Chapter:**

> Grace has to make a choice on Simon's behalf.

**Notes for the Chapter:**

> IT HAS BEEN DECIDED! 
> 
> Down and Out shall continue!

They say silence is golden, but it's so much more than that. It's nerve-wracking, heartbreaking, down right horrifying in the right circumstances. And this was definitely one of those circumstances... Amelia had been in Grace's room for over an hour since they arrived. When Grace first showed her Simon, Amelia had shaken her head, directed Grace from the room, and had the door closed. The silence that followed was excruciating. Grace wished Hazel had come with. That little girl could lift any mood in any situation... But she couldn't blame her turtle friend for not wanting to come with. 

"It'll be okay, Grace." The woman kept lying. Over and over again- ticking off the minutes she had spent waiting in her head. 60 agonizing minutes so far.

When Amelia finally emerged Grace's heart sunk into her shoes. The old woman's face was as grave as it could have been. 

"I've examined the area as best I could." Amelia began, shucking off her gloves and tucking them into her pocket. "It doesn't look good."

"Figured..." Grace sighed, "What are our options?"

"If you want an optimistic answer, I would say dressing the wound and hoping it clears up on its own-" 

"Now the truth?" 

"... Unfortunately, you were correct in your assumptions. His number was hiding a much more grave injury surrounding where the knife went in. There's not much more we can do." Amelia paused, mulling over her next statement carefully. "Your best bet is to take a permanent route-"

All surrounding noise vanished. White spots dotted Grace's vision and fears settled into the empty pit in her stomach. Amelia's expression never changed. She was waiting for Grace's response. 

"Are... Are we talking about throwing him to the gohm-" 

A sharp, sudden laugh startled Grace. Her nerves, which were already fried, were surely over done now. "Goodness no. I would have done so already if that were the only option left." 

"So what are you saying?" 

"Amputation. Just above his shoulder should be enough. Shouldn't be too difficult-" Straight to the point and unconcerned. Like they were just discussing the weather. Like it was a game they were about to play. "He's too far out of his mind to make the call, and I'm not waiting for him to emerge from Lala Land. So this is your choice." 

"... Let me see him first." 

Amelia nodded and stepped out of the way. Grace all but pushed passed her. Her prisoner was laid out, right where she had left him. Dazed, just staring up at the ceiling. His shirt lay folded beside him- revealing more patches of red running further down his right side.

He didn't even lift his head when she walked in. It was a far cry from the man who tried to have her wheeled- and an even further cry from the man she once called her equal. Yet she didn't have it in her to take joy from this. 

Instead, she felt sorry for him. Fallen so far and hanging on by a thread. Simon's fate was no longer his own, if it ever had been. It now fell into her hands by choice, and if she so chose to let it slip between her fingers- it would land on the Train. And the Train had already decided on what it wanted to do with him. 

Meanwhile, Grace was still mulling it over, and her window of time was rapidly drawing to a close. 

"Simon." She called out, slipping next to him on the bed. "Can you hear me?"

"Yeah..." His voice was practically nonexistent. Just a ghost of its former self. "Just thinking."

Fingers carded though Simon's sweaty hair, pushing it from his eyes. His beautiful, frightened eyes that Grace hadn't seen in so long. "Do you trust me, Simon?" 

"Yes..." Well, Amelia had been right. He was still out of his own mind. 

"I'm your warden now, Simon, okay?" She set her hand flat against his skull. Deciding there and then that the Train would not have him. 

A nod. "... Okay." 

"I'm going to help you with this, but none of this means I've forgiven you... You're not a free man yet-"

"Haven't a clue what you're talking about..." Simon muttered, looking up at her now. His eyes were empty. No rage, no fear. Just acceptance. He understood perfectly.

"Good..." Her hand slipped free of his hair and slid down to his unaffected hand. "You're in rough shape... I have to make a call."

"I know-" Simon's eyes slid shut. "Grace- you're the only one of us still thinking clearly... Whatever you have to do-"

"I already made up my mind." She looped their fingers together- just like old times. "We're ready for you, Amelia."

Amelia stepped silently back into the room, now dawning a fresh pair of gloves. "What did you decide?" 

"Do whatever you have to to save him." 

* * *

They had faced lava moles together, fallen through bottomless pits, fought monsters together and won- but this. This was scarier than any of those things. Grace's bed had been stripped of its bedding and towels were stacked under Simon's arm. Off on the bedside table, Amelia had set out her supplies. She had covered them with a cloth, and part of Grace (and Simon by extension) was thankful that she had. 

After a long bout of quiet, Amelia spoke."Before we begin- I'm letting you know that I don't have anything to numb the area with, but I have a bottle of brandy- is he old enough to drink?" 

Simon's grip on Grace's hand tightened. "... No. We're 19." 

Amelia shrugged and nudged the side of Simon's face with the bottle. "Close enough."

The blonde rolled his eyes and took the bottle with his good hand. Neither of them ever drank before- they had always expected they'd have their first drink together when they were both 21. Those expectations were gone and even Grace found herself reaching for the near empty bottle. 

The remaining swig burned going down. 

"Good- now this should only take a few minutes-"

"Just do it already!" Simon groaned. "I will cut it off myself."

"Cheeky." A towel was tossed over Simon's face. "Bite this if you have to, soldier." 

Simon's free hand sought out Grace's again and he held it firmly. It would have hurt, but the fuzz the bit of alcohol had provided was enough to dull Grace's senses. Just enough. 

They both looked away at the first sight of a blade.

"Ready..." It wasn't a question of. They were ready whether they wanted to be or not. 

Grace felt her stomach churn when the procedure began. She wasn't an expert on limb removal- but she was sure the crunching sound ringing in her ears was bone. Simon didn't seem to notice it yet.

At the first incision, howevever, Simon's grip tightened significantly. Grace heard the sound of ripping flesh before she felt any pain in her own hand. Simon didn't scream like he had back in his cell- but his breathing was pained and ragged. Grace wasn't fairing any better.

White spots dotted the dark space behind her eyes- her own breathing was nonexistent. All of her thoughts were filled- not with Simon- but of all the Nulls they made suffer in a far more gruesome matter. How many had had their limbs ripped off when they threw them to the wheels. Was their death quick? Did the Train grant them that mercy? When Tuba was killed- was it anything like the pain Simon was in?

Her heart felt nothing but grief, spreading it through her with every beat. Spurred on by Simon's cries as they both lay laboring from different pains. 8 long years flashed behind her eyes in the span of minutes. Every death they had ever caused- every tear they put in someone else's eyes. All lead up to this. 

"I'm sorry-" Someone had spoken.

Maybe they all had. It was impossible to tell for sure and to whom the apology was directed at. The last thing Grace could register clearly was that Simon had cried out and pain flared in her hand like a hot knife going through it- there was a sickening *pop* and *crunch* before everything went blank. 


	10. Down But Not Out:

**Summary for the Chapter:**

> Final Chapter time!!! And some exciting news and one more question!

**Notes for the Chapter:**

> READ! 
> 
> Okay guys, final chapter and final question: Would you prefer if I posted the sequel onto this story so you can re-read both, or make a separate story for it? It goes up Monday either way. 
> 
> In other news: ANNOUNCEMENT! We are currently working on a special Halloween Music Video collab featuring Down and Out Simon! So be on the look out for that over the next couple of weeks!
> 
> Now lets dive right in!

It was dark when Grace awoke. The smell of blood and sweat still lingered heavy in the air. She tiredly pushed herself up, wincing at the twinge of pain that shot through her righr hand as she did. A quick glance down, and she found it wrapped up tightly with gauze. 

_"So that sound was my hand...? Simon must have squeezed harder than I- SIMON!"_

Dark eyes frantically searched the dimly lit bedroom for her prisoner. A task that should have been simple, what with the other's green glow- but it still took her a pass or two before she found him. The man was beside her, covered in several thick blankets. His empty eyes were staring unblinking at the ceiling. His chest steadily rose and fell quietly.

"Hey, Simon..." Relief was evident in her voice. "How are you feeling?"

Grace reached out a hand and brushed a strand of Simon's hair out of his face. His eyes darted over to her, looking as though he was surprised to see her. There was some life back in those eyes. The stress from surgery seemed to have sobered him up enough to free him from his clouded mind. Now, that didn't seem to be a good thing. 

"Like shit." The response was firm and matter-of-fact. Less of a 'Villian' and more of a regular Simon tone. "I just had my arm ripped off, Grace. How do you think I feel!?"

"I don't know, Simon- How would I know!?" Grace had had her fair share of broken bones from dance and gymnastics- never amputation and never without a heavy dose of drugs first. The pain must have been unbearable.

"Well- It hurts." Simon huffed, voice still heavy with illness and pain. "Really really bad." 

"Yeah? I'm sure it does." Grace shook her head. "Still got that bottle of brandy?"

"No- we finished the bottle, remember...?" 

Right- she had almost forgotten that part. She had almost forgotten his arm too. The blankets covered that side of him from view- not that she wanted to look anyhow. Neither of them wanted to. There was a silent agreement between the pair that they would wait until they couldn't avoid it any longer before looking. 

For now, Grace slipped back down, laying her aching head against Simon's good shoulder. His skin was still warm from a fading fever, but it wasn't unbearable. 

"What are you doing?" Simon's frown echoed in his tone. 

"Resting." Grace muttered. "I'm tired and this is *my* bed... You need to rest too."

"Rest? I am *missing* an arm now!" Simon groaned, "How do you expect me to sleep!?" 

"I can hit you over the head if it would help." She was teasing, of course. A rarity, but she could see the cracks of a smile under the glow of Simon's number. "There it is... Come on. Just shut your eyes-"

"I will sleep with I'm de-" A hand was clapped firmly over his mouth. Grace's mood soured quickly without him even needing to finish that sentence. 

"Not another word, Simon... I didn't go through all this trouble saving you for you to say that so soon." Grace growled, serious and chilling. 

Simon tensed up under her hand. It made her feel- powerful again. That she was still in control of him- even more so in his current state. She could worry over him while still commanding him. "As soon as you're healed up, you're a prisoner of the Apex again."

Simon shook his head away from her hand. A bitter smirk was on his face. "Heh. What Apex...?"

Silence filled the air around them, weighing them down like a heavy fog. There were no voices- no chatter from curious children wondering what all of the commotion was- no one coming in to seek refuge in Grace's room. Not even Amelia could be heard. The car didn't sleep- it was empty. For how long, Grace wasn't sure. In the time spent with her enemy, she had lost track of who had come and who had gone. Always chalking it up in the back of her mind as the children having just gone out for the day- 

The reality- they had all left without her noticing. The Apex was officially disbanded- leaving just her and Simon once more. Where they had begun their journey. Only this time, they ventured alone. Wrapped up in their own struggles. Tangled under the same sheets but different with different heartaches- and she found she was fine with that. Relived even. 

"I'm so proud of them..." She muttered, eyes burning with unshed tears. Her injured hand found Simon's remaining one under the blankets and looped them together. 

"What are you doing...?" His tone was tired- just as empty as his eyes. 

"They were your kids too..." She shrugged, "Let me have this for a second." 

Simon hummed, eyes closing for just a moment. Things would never be the same ever again- she supposed that was finally settling in for Simon. His kingdom fallen, his decibels had abandoned him, and the only one who remainded by his side (in a way) was still Grace. A single tear slid down his face, soaking into the pillow under him. 

"Grace...?" His expression was unreadable. "Why did you save me...?"

Which time was the true question. She saved him as a child because he was in trouble and needed help. He had been abandoned in front of her and her heart told her to step in. She had saved him countless times without ever needing to think, always because he was her friend. But the latest few times- on the bridge, from the Gohm, and even now with the illness she caused him- she wasn't sure. It was hard to tell if she would ever have an answet for him. If she even wanted to know... 

So she was honest with him. "... I don't know..." 

Simon nodeed in response. Head hanging low on his shoulder. Defeated. His crown fallen. 

He then began to mutter something softly- his hollow tone sing-song.

"What was that?" Grace leaned closer. 

Simon's tone was soft, but Grace could make out the beginning of a quiet, sad song. One that reflected their pain. An old nursery rhyme they had heard from somewhere or another. Back when they would share songs with one another. It seemed to echo throughout the empty car. 

_"Poor ol' John... Poor ol' John... Long white bones and skin all gone... Ooooh... Wouldn't it be chilly with no skin on...?"_

"Fitting..." Grace muttered, a faint smile falling over her face.

"You know the words..." Simon hummed. "You said I had until I was healed up. Right? Sing with me, Grace."

The former leader shook her head and shut her eyes, searching for the next verse buried somewhere in her memory. This was silly, she knew, but it wasn't like there was anyone else there to hear them. There was no one to tell her that being this close to Simon was the wrong thing to do. 

_"John belongs in a quaint nightmare._ _Wobbly jaw and a hollow glare..._ _Oooooooh!_ _Wouldn't things look murky through sockets bare...?"_

She turned to Simon now, placing a hand against his cheek. His number had gone back up slightly- compensating for the numbers lost on his arm. The dull glow cast into his eyes- making them appear more inhuman than they truly were. She missed their powder blue colour- she missed the darkness they could be in... But that was all Simon's doing. He had been the one who exposed the toxicity of their entanglement. It wasn't a healthy thing to return to. 

Simon parted his lips for the third verse- Grace silenced him with a soft kiss. Much kinder than their first had been. Empty, but with something almost akin to 'love' still present. An unspoken conversation between enemies. There would be no more chances for singing after this night, and while she didn't love Simon anymore than she loved his memory- she would grant him this. Yet another thing they would never have the chance at again. 

"I don't like the next couple verses..." She mumbled when they parted. "Stop... And in answer to your question- You're now the prisoner of Grace Monroe, got it?"

"... Okay." Simon rolled onto his side and shut his eyes. "We'll stop..."

Whether he meant the song or something else, Grace wasn't sure. She wasn't going to ask. It didn't matter. None of it mattered anymore. Simon was her prisoner until she left the train. Whatever happened to him after was out of their control. There was no point in sweating the details now. 

Right now- they were hurting. Down but not out- and they needed sleep finally. The car was quiet and they were safe... For now. For outside the car, still waiting for them, was the Gohm... 

Sent by the train to finish Simon off...

It's angered wails echoed through the empty car. 


	11. Book 2: Poor Ol' John

**Summary for the Chapter:**

> Recap chapter.

_Every morning had been a little brighter. Food had tasted better, the occupants of the car were happier. Everything seemed cleaner and felt new. It was as if a cold, harsh winter had finally given way for a warm and happy spring time. Grace could feel it. She knew the kids could feel it too._

_Gone was the tyrant who had overthrown her, albeit momentarily. The former Apex kids now had a leader who radiated warmth and kindness, and they flocked to her now rather than shy away. Every morning, they'd proudly show her how their numbers had gone down, just as she wanted. And every now and again, they'd have somebody to send off with a warm breakfast and a well deserved exit. It made them more happy than it did sad. They became eager to see who would leave the train next, and took bets on when it would be Grace's turn to leave them._

They never did get to know who had won those bets- all the children had left without Grace noticing. May it be to another Car or to their original homes, none could say. She had simply woken up one morning and they were gone from her. Possibly forever, depending on their locations when her number eventually went down. As the days ticked by, the likelihood of her escaping and bumping into one of them at the store or at a park became less and less likely. 

The nights had grown long and dark without them around- but Grace could hardly complain. Only mourn the loss of the warmth of her friends. Simon and herself were the last remnants of the old Apex, with Simon staying unwillingly this time around. 

When Grace awoke next, the car was just as cold as ever. Eerily quiet- like a graveyard at midnight. It had been years since there had been such quiet. And yet she found herself deeply unsettled by it. The Mall Car wasn't the Mall Car if it didn't have a child or two running amuck in it all hours of the day. 

"Well... It's got us." She mused, bitterly. 

Her dark eyes looked over to Simon, who lay beside her in her bed. The Apex had ~~saved~~ captured him some time ago, after the gohm had chewed on him for a moment. And even with all of them gone, he was still their prisoner. Once they had bound him to the floor by his wrists, and now he was bound both by obligation and by his own physical limitations. The perfect vengence to atone for their suffering under his reign. 

Grace often wondered if the children would have been pleased or mortified to see him now... The wounds he sustained from the Gohm and the infections that flared while imprisoned were grounds for amputation of a diseased limb. He was without an arm, and his face had been burned... It was one of few reasons why his cell had been moved recently.

From the empty remains of his old bedroom to Grace's bed. A spot the kids once dubbed 'The Sick Bed'. A fitting name if Grace said so herself- and she did. 

"For the physically and mentally sick." She mused to no one in particular. 

Her prisoner was still fast asleep, though she could see his face riddled with pain and fear. Whatever had followed him into his sleep seemed to be plauging him. Occasionally the man would squirm and mutter- but once again, there was nothing Grace could do for him.

She was not responsible for his demons. Only his injury that she had helped to expose with one quick thrust of a knife the day had made the foolish decision to try and escape. It had been an accident, of course, yet she had decided to take responsibility for Simon until he was recovered. 

"And whatever happens next is for someone else to decide... Not me."

Swinging her long legs over the edge of the bed, she rose. Her body was still coated in still drying sweat despite the coldness of her room. The feeling wasn't uncomfortable by any means- but a shower was still definitely in order. A long one, taken without *any* interruptions what so ever.

"I guess thats an upside to the kids being gone..." She half mused. "Private time."

The joke brought a stray tear to her eye, but she wiped it away. Grace owed it to her children to be the proud, strong, badass woman they had always seen her as. They would be proud to see her now- if ever again. 

"Sleep well, Simon... Hell awaits you."

* * *

_Poor ol' John, poor ol' John... Long white bones and the skin all gone-_

Simon awoke with a start- his heart was hammering behind his ribs. Every beat was a million hot knives being pushed through his bloodstream- all headed straight to his right side- 

"Right..." He muttered bitterly. "My arm-..."

A sense of urgency overcame him at the thought. His arm had been there at one point, before he went to sleep- and he woke up without it with Grace at his side. He knew the Gohm had burned it badly- the chains that held him made it worse, and then Grace- he winced. 

_She made the call to have it removed..._

And yet, even with it gone, it still hurt so badly. Simon wanted to be anywhere else yet nowhere all at once. The least he could do was try and sit up slightly.

Once- twice- three times before he finally gave up and continued to lay on his back. Even that part of him ached from being on it for so long. Another downside of finally having his mind back. His fever had finally left him at the worst time and without mercy... Just like a certain feline he knew. 

"Just my luck." 

No one answered, but he hadn't expected anyone to. He had woken up alone, but still in Grace's bed. It was anyone's guess where she had gotten off to, or if she was ever coming back-

_'I'm your warden now.'_

A chill ran down his back at the memory. Grace's voice running through his head like a desperate, scurrying rat. Scratching every surface of his brain with sharp little claws- embedding itself in his thoughts- a constant reminder of his situation. Of his imprisonment- both in mind and in his own body. She had taken every freedom from him- including his movement when she had taken his arm-

 _'I'm going to help you.'_ Lies...

Grace had planned to trap him- the moment the knife entered his arm. That had to have been her plan. To weaken him so she could take further control. So she could disband the Apex and send the children to their doom... Just what he expected from a Void. 

"Morning, sleepyhead." There she was now. The Void who had enslaved him. 

"What do you want, _Void_?" Simon growled, trying to sit up once more despite every muscle protesting it. "Come to take my other arm?"

"... Glad to see your fever went down." Grace muttered, casually waltzing into the room and sitting beside him. "Good. Lets talk buisness."

The void was too close- too comfortable in his personal space. Once she had feared him, to the point of having him bolted to the floor- she saw him as threat enough to come at him with a weapon, and now- nothing. She was too confident and refused to be afraid of him... A low growl left his throat.

Grace answered it with her own. "Cool it! You're not going to win a fight in your condition."

"Is that why you've chosen now to attack me!?"

With a sudden burst of energy, Simon pushed himself up with his good arm. He managed to push himself up just enough to look The Void directly in the eye. Those cold, dark eyes that had tricked him. Corrupted him over the years... Made him fall in love with her-

A calloused hand shoved him back. "I'm just coming to change your bandages."

"They don't need to be changed!" That too was a lie. They both knew it. 

They both knew many lies still lay between one another. The Cat's claw marks across Grace's cheek stood out prominently against her dark skin. They were angry and would most likely leave a scar. Just like Samantha...

Samantha... If she could only see him now- 

"... Come on. Sit up." The Void muttered, "We both know-"

"I would sit up if I could!" A wrong move- he berated himself for revealing a weakness in front of his enemy. 

Grace looked at him- a mix of amusement and pity in her eyes. His face felt hot instantly and for a moment- he hoped it was his illness come back to take him this time. No such luck. His body had betrayed him once more. Just as everything in his life tended to do-

"Let me help you." Not a request. A demand.

Before he could protest, his ex-friend had invaded his personal space again- pulling him upright. Despite her thin frame, Grace was still incredibly strong when she needed to be. He could feel that strength as she held his upper body with one arm- long enough to fit a pillow behind his back with the other. A strength that hadn't been present during their final battle. The blush from earlier darkened significantly and he wasn't sure if it was from embarrassment or something more.

"You can't do much on your own like this. We both know it." He wouldn't dignify that with a response.

Instead, he bowed his head- letting his long hair tumble over his face. The strands in from of his eyes resembled dangling ropes- further mocking him on how death was not an option now that he was in Grace's 'care'... It burned him. Made his skin itch- out of habit long forgotten, he reached up to pull the locks back into a- Right. He had no way of properly doing that now. 

"Simon." 

The blonde hair was released, tumbling uselessly around his shoulders, landing just under them. A grim reminder to both that he would never truly be his oldself again- if the man had ever existed. His skin continued to itch, but he kept his expression firm. He refused to let Grace know it bothered him. 

"Let me help."

There was that word again- help. It seemed to have more meanings to it than when he was a child. 'Help' could mean many things. There was the proper definition, of aiding another- but he came to find that it also meant to hurt, berated, betray another... In Grace's case- it seemed a combination of all four definitions. Always one or the other. 

"I don't need your help." Simon growled, bowing his head once more. "Didn't you come here for something else?"

Grace moved without another word- and this time there was no knife to use in defense. She had moved the pillow from behind him and replaced it with herself. Her long legs were situated on either side of him- further trapping him in place. She wasted no time in pulling his hair off of his shoulders- carding her thin fingers through it as she did... The pulling and brushing motion felt nice, but he stifled the feeling. 

_'Don't let her know that...'_

"There." Her voice was next to his ear now and he resisted the urge to shiver. 

A rubberband secured his hair into a messy top knot- not his first choice of style, but it wasn't like he could fix it. He supposed it was the most practical- out of the way of his face and injury- but the voice in the back of his mind reminded him of the more likely reason behind it.

_'You can't hide behind it. She can see your number- your face-'_

A bitter smirk fell over his face- which he wiped away before Grace could see it. She had replaced the pillow behind him and was working on his arm now- he dared not to look down. He didn't know what to expect. Certainly not his arm- 

The bandages came off before he had a chance to ponder the thought further. 

"That looks better..." 

He flinched, eyes snapping shut. The Void took pride in his injury- the one she had caused. That had to be it-

"No sign of infection." Or that. 

"Right..." The blonde mumbled, eyes still firmly closed. His stomach lurched when he felt a cool hand against his shoulder. 

"I'm sorry it came down to this, Simon." No she wasn't- she couldn't be. 

"No you're not... If you hadn't changed then NONE of th-" 

"No! I'm sorry for what I *did* do to you and nothing else. Letting you get this sick was my bad, but everything else you've done was on you." Grace growled, "Damn it, Simon- you made more sense when you were out of your mind!"

A harsh laugh ripped itself from his throat. "When I was too sick to see straight!?" 

Grace's expression hardened. Her shoulders were hunched and fangs bared. "When you were too broken to let your anger blind you!" 

"Blind me!? I have never seen more clearly!" Simon hissed.

"Then look around, Simon! The Apex is gone, your arm is gone, all of our friends- The Cat- You've lost everything! Blame it all on me, but right now we're all the other has and you *need* me more than I have ever needed you!" Grace snarled. "If you weren't hurt, I would have left." 

"Thats not true!"

The sudden wet on his face startled him. A touch under his eye revealed it to be tears. They fell faster than his good hand could wipe up. It left him mortified. To cry so openly in front of the enemy was unlike him- 

But so like _Simon_...

Grace didn't seem to notice. And if she did, she said nothing... She simply continued to tend to him in silence. His arm was soon wrapped up once again, and she stood. Tall and firm- not as his friend, but as his warden. His enemy- The Void-

"Lay back down. Try to get some more sleep." Her voice was even, demanding... The voice of a leader fit to lead. The exact opposite of a Void by his own definition- 

He wasn't sure why- but he did as she said. 


	12. Book 2: Touch-Tone

**Summary for the Chapter:**

> Asking for help can be as humbling as it is humiliating.

There were many nights when Simon had awoken with a start as a child. Thrown from a horrific nightmare into the living world with a choked sob of relief... Ever since arriving on the Train, it seemed to be the reverse. Waking from dreams of the living world into a horrifying nightmare of somebody else's design. 

In dreams, the pain was gone- his body restored. He was home with his mother again. Socks, sandals, and all. Just a happy, carefree 10 year old again. It was all within arms reach in his mind. There was no number system here. He was free until he desperately made a grab for the illusion of home-

And then he'd wake up. Still in Grace's bed and still on the train. "Its not real..." 

In life- the pain seemed to have seeped permanently into his bones. Every move was white hot torture. His body was a prison he couldn't escape from- a tomb that he would one day die in. Even the spot where his arm *had* been weighed him down. Leaving him utterly helpless. Trapped.

"Come on, Simon." Right- his warden was still here. 

It must have been morning. She always came in in the mornings. Sometimes the early afternoons if she went scouting beforehand. But she always came in at some point to check on him. To humiliate him further...

"What now?" Simon groaned.

He tried to sit up on his own. The weight difference was the hardest part, with the lack of leverage on one side being another difficulty. It would take some time adjusting, and right now it left him only able to push himself further up the pillows under him. Not quite a sitting position, but not laying down either. Regardless, it was a step in the right direction.

"Shower." Grace replied, coldly. "It's been two days... I also need to change the sheets." 

Her tone was casual, but Simon could still sense the hostility trapped behind it. Grace only trusted him as far as she could throw him, and he'd be lying if he said the feeling wasn't mutal. If not for his injury, he would have taken any opportunity to leave again. 

A hand knocked against his forehead, bringing his attention back. Grace was still there. "Lets go. I'm not letting you stay in my bed unwashed." 

Strong arms helped him up the rest of the way. They held him securely as he moved to stand. It was unnecessary, but Simon had learned not to protest. If Grace moved him, then he couldn't stop her. At least- not easily. Even if he could escape her grasp, there was a door that required two hands to open that would prevent him from leaving. Not to mention a gohm outside even if he managed to get that far. 

This fact made him long for the days of being bolted to the floor. At least then he had a fighting chance of escape... And he would have had the Void not walked in-

_She did it on purpose... She knew you had the knife... The Void stabbed you on purpose-_

That was the lie he told himself. Even in his current state, he knew better. Always knew better- even after his anger had corrupted him. Grace wouldn't have known he had found the discarded tool. She wouldn't have gotten close to him had she known- 

_She knew! The Void knew-_

"Simon!" 

He hadn't seen the bathroom door he was about to run into. Out of instinct, he tossed out his arm to put space between them- and fell forward. There was nothing to catch himself with as he slammed onto the door stub first. The pain was bearable, all things considered. Rather dull compared to the rest of his aches. The humiliation was what hurt the most.

"Oh God..." The Void was laughing at his misery. She was at his side- violating his personal space once more. The Void seemed to feel so entitled to it now that he was incapacitated. "Si... You okay?"

"Obviously not." He groaned, unable to shoo her away in their position. She had knelt to his right and helped him silently into the bathroom. The gesture was almost too warm... Too friendly. 

"Do you need help?" Her voice dripped with honey and poison. Simon wrinkled his nose at it. 

"No. I'm fine." A lie. They both knew it. 

Undressing and redressing with only one arm wasn't exactly something they taught in Boy Scouts. A tension was beginning to build up in the space between them. 

"Fine." Grace shook her head. "Be that way. I'll just leave you to it." 

A deep blush wormed its way onto his face, hidden behind his number. The humiliation was back and more aggressive than it had been. He felt sick- and angry all over again. "I said I don't need your help!" 

Grace hadn't moved. She blinked slowly at him- Knowingly. "I just said I would leave you too it." Sarcastically. 

Neither of them spoke for the longest time. An occasional drip from the still empty shower spoke for them. Simon made no move to prove either of them right or wrong-

The Void moved first and he didn't stop her. Her hands were at the hem of his shirt first, swiftly removing the garmet from him. It was tossed aside uncaringly. Buttons and snaps were undone with an ease Simon no longer posessed. All the while, he could only stand and watch her work in mild fascination and envy. 

The warmth of her skin was burning his. Nearing unbearable- but it was over quickly. The Void only stopping once to check his injury. When all was finished, she stepped back from him. He was grateful for that. Being exposed this way in front of _her_ was humiliating enough as is.

"Stop wasting both of our time..." Scratch that- "We'll work on it later."

"We'll work on it?" He echoed.

"Yes." Grace shot back. "I'm not spending the rest of our time here being your nurse-"

"Our time!? You make it sound as though-" 

"I promised I'd get you help, and I'm that help." Grace huffed. 

"After all I've done to you!?" Simon frowned deeply.

"I'm not doing this for you." Grace wasn't there anymore. All he saw now was the Void in its purest form. 

"You're welcome to leave me whenever you want." The door was open. 

The Void was given her metaphorical exit by him- long before her precious Train had given her one. A smirk tugged at the corners of his lips at the thought.

"But I won't." 

The response shocked him. But not enough to silence him. The Void had lied to him, and yet now she chose to incapacitate him and refused to leave. She made him into her own little doll to carry around. She *needed* him around. 

"Because you're that desperate?" The satisfaction in his voice echoed off the walls- masking what lingering embarrassment he had felt. It brought a sense of power with it. Of control he had since lost to _Her-_

"Because you are." 

Simon froze- but the Void didn't. Her voice was just as cold as he currently felt. Her footsteps retreated out of the bathroom and echoed down the hall, taking whatever control he thought he had with it. 

* * *

Changing sheets was never something Grace thought she would ever have to do. Growing up, there was always a servant there to do things for her. From bedsheets to dressing, there had always been a different set of hands. That was- until she got on the train. There was no help there. Hell, before the reformation of the Apex, she had made it a rule that an unkept bed was a sign of freedom. A sign that one could survive without anyone else's help but each others. 

"A pretty lazy lie, all things considered." Grace mused. "I can't stand messy beds..."

Dark eyes glanced over to her own bed. There were no sheets, save for two thick, bloodied blankets and a couple pillows on Simon's side. Her fingers itched at the sight of them, and she moved to gather them up for the wash. There were clean sheets in her closet, as far as her knowledge went. 

"Shouldn't be too hard. I used to watch Marley make beds all the time." No response. The car was empty save for her and Simon. Just as it used to be... Still, it was nice to have a pleasant conversation with someone who wasn't Simon.

It was comforting in its own way. Having someone to talk to about her old life. Even changing the linen brought back happy memories.

She could still hear Marley's voice- softly singing old songs as she worked like a Disney princess. Back then, it was a magical sight as a bed came together, ending with the older woman tossing Grace into the middle of the bed with a proclamation of 'Finished!'. When Grace got too big to be tossed, Marley would simply fold Grace's blankets into bunnies and toss those instead. It always made Grace smile, even at the worst of times. Those were happy days long forgotten in a sea of hurt. 

"I would do anything for a Marley Bunny right about now..." A sad sigh. "I wonder if any of the staff wonder what happened to me... Or if they all left-" 

Grace turned her attention to the bathroom door. The shower was still running, and every so often she could hear Simon mutter angrily to himself. She wondered if thats how she had appeared to Marley before she disappeared. An angry, bitter little brat who needed help with everything- though in her case- it was simple refusal without any physical limitations. Grace certainly knew how she felt about caring for Simon, and it was nothing but disdain the longer it went on. Love only came when he was asleep and not bothering her-

_They didn't miss you. Just like how you won't miss Simon after you leave the train-_

"No..."

The rest of the bed was done up with no further thought or conversation. The magic and happy memories were gone, replaced with bitter thoughts that she tried to keep our. It was now a lonely task, but a necessary one. Sheets were pulled over corners and tucked away, the blanket was folded at the top, pillows were stacked evenly on both sides-

Once completed, the bed looked neat, near perfect- but dull. There was no blanket bunny to decorate it. There was none of Marley's magic in it. It was fit for two adults to ruin later when they went to sleep and nothing more. It would serve its purpose. 

"My servants really did make my life more exciting." Grace muttered. "And I was never thankful for that-" 

_Thump! CRASH!_

That certainly sounded like an adult sized fall.

"... Did you fall?" Grace called out as she turned from the bed.

"I'm fine!" Simon responded. His voice was definitely pained and he sounded just as stubborn as ever. Like a child. Grace couldn't help but roll her eyes, but she didn't make a move to go and check on him. He'd let her know if he needed anything- as far as movement went, that was.

Sighing, she tossed herself onto the center of her bed, bouncing slightly like she used to with Marley. A pang of guilt laced with joy ran through her chest, and she shut her eyes before they could blurr with tears. 

"If I ever see you again, Marley- I hope I get the chance to thank you... This isn't easy."


	13. Book 2: The Visitor (pt 3)

**Summary for the Chapter:**

> A change of pace with a familiar face.

Samantha wasn't anything if not through. She had stalked about the outside of that dread Mall Car, searching for a way in that wasn't being guarded by that horrible creature... There was also a gohm blocking the way. 

If that horrible girl hadn't thrown her as hard as she did, she might have stood a chance of breaking back in- but with a broken paw and a few bruised ribs, the cat thought it best to return to her own car to lick her wounds and come up with a plan. Her kit was alive- he had to be. Why Grace had felt it necessary to keep that little fact from her was beyond her.

"She claims he went mad, but why should I believe her-?" The Cat ranted furiously to no one in particular. Well, maybe to Frank, who was currently changing the bandages on her paw. "I've heard what that little turtle girl had to say... My kit was not beyond help!"

"What was that, babe?" Frank asked. His ever caring and somewhat worried tone was almost charming in a way.

"Oh nothing, Frank." She puffed up her chest, "I am simply talking to myself." 

She lept from her chair, limping off to her study before the bear could question her further. Samantha was hardly in the mood for a game of 20 Questions. Her heart was heavy and her bones were sore. She could hardly imagine what that girl could be doing to her Simon at the moment. Too much time had gone by since the cat had visited the car- 

"This is dreadful. I'm hardly in any condition to go and check up on things." A pause, "I could always send Frank, but that doesn't seem very useful... If only there were someone-"

A second, longer pause as a thought occured to her. The last time her boy had paid her a visit, he had mentioned a run in with _*that*_ woman... The one who ran a direct line to One-One- who seemed to appear wherever she wasn't wanted. That was no coincidence.

"Ugh... I'd rather die than turn to _her_ for help..." A hum, "Then again... I always have 8 more lives." 

The latch to the window was undone (no use using the front foor with Frank still downstairs), a heavy coat was dawned, and the cat gracefully slipped out of her cosy cabin. The frozen Randall's outside provided a nice cushion to break her fall, as well as numb her aching paw. It would be a long trek- but as the saying goes:

Curiosity killed the cat, but satisfaction brought it back.

* * *

The cat wasn't looking forward to this conversation by any means- but it couldn't be avoided any longer. Not if she wanted the truth from someone who was less than trustworthy. The whole walk over had been a constant conversation with herself, practicing just what she would say and just how she would go about ripping out that false conductor's eyes if she didn't cooperate- which was seeming very likely.

The moment the cat arrived in the overgrown Jungle Car, she felt a hostility take over. As soon as she stepped out before Amelia, that hostility turned violent. No sooner had Samantha opened her mouth to speak did she find a notebook being hurled directly at her. She barely managed to dodge it.

"I've already been bothered once. Why can't anyone just leave me alone to my work!?" The human groaned. 

Samantha hissed. Claws extended and retracted out of habit. She had to remind herself that violence wasn't the answer- yet... "Rude. I haven't said two words to you." 

"And yet I already know that you're here for something ridiculous." Amelia frowned, "If it is about those children, I know absolutely nothing about them." 

"Come now. You and I both know that is a lie." The cat glanced down at the digarded notebook with disdain. "You are a smart woman. You already know what this is about."

"Flattery from a con-artist?" The human's frown deepened. "You must be joking."

"Amelia, my boy is in trouble and I would like to know to what extent-"

"So you came to me? What makes you think I know anything about-" 

"I told her you did." 

The two jumped, neither having heard the approaching footsteps. The little turtle girl- Hazel- stood a short distance away. Her face was so empty- lifeless... Not at all the little girl who had come to stay in Samantha's cabin. It was almost disheartening- but not enough that Samantha cared. She had her own child to worry about. 

"Why on Earth would you do that!?" Amelia hissed, eyes darting between the Cat and the girl.

"I thought she wanted to know..." The girl moved to sit. "Tuba had a baby too once, and she was sad when she died-"

"Simon is not dead!" The Cat hissed, "I know he isn't. I know your precious Amelia knows something-"

"She's not precious to me. Only Tuba is." Hazel shot back, folding her legs under her. "And I never said Simon was dead. Just that he wheeled Tuba and was mean to Grace."

The child's expression hardened. Cold and calculating. Seemingly maping out a course of action should things escalate further- no matter. This wasn't any of her concern. This was between the Cat and Amelia.

"And you expect me to believe that you parted ways after that?" Pale yellow eyes squinted up into old hazel ones. "Your little pet tells a good story, but I know _you_ know more." 

Amelia scoffed, "Even if I did, what makes you think I'd tell you anything?"

"Because I came all this way." Fur stood on end. The Cat bowed her body forward, an attempt to look intimidating even on somebody else's terf. 

The woman set her jaw tight. Samantha could see her reach towards a side pocket. This was going to be a fight, possibly to the death. That was fine with her. 

"Stop it!" And there was that little brat interrupting again. "Why don't you just tell her the truth so she'll go away!?"

"Stay out of this." Amelia snapped. "This doesn't concern you-"

The child rose to her feet and stood between the pair. Her turtle shell resembled more of a bulletproof vest in that moment. She was a buffer- a mediator-

"Thats what you said when you left with Grace!" And apparently an absolute fool... "I heard her say Simon was very sick, and then you left."

The world stood still- as did the Cat's heart. It suddenly felt as though the car no longer held any air. She was angry, heartbroken, desperate, furious- and a touch grateful. But only for a moment. Then she felt particularly murderous. Her sights were locked on Amelia now.

"What did you do to my boy!?" Samantha growled low. 

"I haven't done anything except help him." Lies. It was all lies. It had to be. Amelia turned to Hazel quickly. "Why would you say anything!?"

"Because Tuba didn't like secrets." Hazel frowned, eyes boring straight into the Cat's. "And Tuba was a mom too. She hated not knowing what happened to her children... I don't like Simon, but I know the Cat does. She deserves answers." 

The Cat nodded her head solemnly. The only weakness she would dare to show this day. "You are- very wise." 

"I know." The girl turned back to the older woman. "Tell her the truth. I want to know too."

Amelia took a step back- a mix of a huff and a sigh leaving her chest as she did. Her eyes were darting back and forth between the two, as if she hadn't yet picked who she wanted to address next. After a long moment, the brunette sighed heavily and dropped her hands into her lap.

"Fine... Your Simon had been hurt badly. Enough to have an arm amputated... I've patched him up, but he is beyond help otherwise... The Train has sent others to deal with him-" A bitter grin wormed its way onto her face, "Happy now?"

"...Who hurt him...?" 

"A Gohm." 

The cat's heart had gone from dead still, to damn near pounding out of her chest. She could hardly fathom- the very thing that had nearly killed Simon as a child, that had torn them apart- now being the very thing that had almost taken him from her a second time... It had still been stalking about the Car the last time she was there-

_He must have been so scared..._

"But he's alive...?" The question left Samantha's mouth before she had the chance to ponder things further.

"When I left, he was." Amelia sighed, "But that was some time ago. I'm sure the gohm has delt with him already-"

"I refuse to believe that." The Cat frowned, "This Train doesn't take those who are beyond help-" 

"I'm not going to discuss this further. You've wasted enough of my time as is!" Amelia's eyes narrowed. "Hazel, see The Cat out... I have work to get done."

Hazel nodded, and before Samantha had a chance to protest, was carrying her towards the car's exit. Her rough turtle skin was much too hard to be bothered by the occasional scratch of the cat's good paws. 

"You got your answers..." Hazel sighed, setting the cat safely outside as though she were just some stray! "I'm going to be in trouble now-"

"Why did you help me!?" The Cat blurted out, unable to stop herself.

Hazel frowned, and turned away quickly. She never left the doorway, however. Simply leaned on it heavily. "I didn't do it for you. I did it for me."

"I... I don't understand-" 

The girl glanced over her shoulder, just long enough that the Cat could catch a glimpse of her troubled smile and misty eyes. "... Simon is a bad person- but I don't have to be one just because he hurt me." 

She blinked, certainly not expecting such a mature response. It was nearly enough to bring a tear to her eye. "Child... Your Tuba would be very proud of you." 

"I know... Au revoir..."

"... Au revoir, Hazel..."


	14. Book 2: I Walk Alone

**Summary for the Chapter:**

> Grace makes a friend.

**Notes for the Chapter:**

> HI GUYS! Surprised to see this story is back? Well story time!
> 
> I had originally planned to do Down & Out in 3 parts- but realized juggling so many separate stories would be too difficult for me and new readers, so after much deliberation with my buds, I decided to just have Down and Out be a stand-alone story with multiple chapters!

When Grace was a child and things didn't go her way- she would go for long walks. Walks that would clear her head and leave her either with a new found sense of optimism or feeling worse than before. Depending on the situation, she could walk for hours or minutes. Whatever she needed. Today, she felt a foboding- that something evil was headed her way.

"Long walk it is then..." 

A bag was packed just in case. A few rations, 3 tooth brushes, some lady things, a spare harpoon pack, ect. Anything she might need should she find herself ejected from a Car and far from home again.

"What are the odds lighting would strike twice?"

Just as a precaution- she took Simon's tracker with her. Couldn't be too careful on this train. The unexpected could strike you without a moments notice- and it so often did. 

"I'm leaving!" Grace called to no one in particular before heading out. Her voiced echoed throughout the near empty Mall and yet she still waited for an answer. When her voice was the only one that answered- she took a deep breath and opened the door. 

Their friendly neighborhood Gohm wasn't stalking today. It was curled up on the other end of the bridge- its head lolled to one side. Soft snores left its large body, and occasionally it kicked its foot. In that moment, the thing looked more like a sleeping puppy than a violent killing machine. 

"That makes this easier..."

The Mall door was closed and locked up tight. Harpoon pack was dawned and sticks were aimed with an 8 year familiarity. She could do it with her eyes closed. The pack whirred loudly as the cables extended forward until they hit their target. Strong magnets locked into place with a loud 'clink' and Grace was being pulled up and over the gohm seconds later. Despite the noise, the creature continued to sleep.

"Tired thing today." Grace hummed, replacing the pack's sticks at her side and carefully making her way across the top of the next train car.

There was a new one not too far from there. A Deli Car. It had just opened up recently and Grace would kill for a sandwich and a bag of chips. Anything junk food would be a comfort to her. It also gave her an excuse to go on an impromptu supply run. Not that there rations were anywhere near out with only two people eating it- 

"No negative talk. Turkey and chips await." She mused, hands hitting her pockets casually. "I earned it."

And truly she had. Her numbers were still dropping steadily, she made her own bed today, and above all: She still lived with Simon.

It was by her own choice now, but regardless. He was a handful when he was in pain- always had been. But Grace owed it to her former Apex kids to keep their prisoner, their tormentor, under close watch... And she owed it to the memory of her friends to make sure Simon paid for what he had done to them- The only kindness she would show him was done so out of obligation. The man was sick and injured- absolutely down and out. While many things weren't her fault, that one was. As soon as he healed, however-

"Buisness as usual..." 

The Deli Car was a hop, skip, and a jump away. She could smell fresh baked bread and could hear the chatter of several car-goers from inside. There was even outdoor seating where a few denizens were loudly commenting about the "lovely weather" the train had been having. They only stopped to wave to Grace as she passed by.

"I recommend the chicken salad! Best there is!" One called out,

"No! Tuna is the best there is!" The other exclaimed, waving his food about wildly. 

"Thanks, but I think I'll stick with turkey." Grace called back, sending a wave over her shoulder and entering the establishment.

The whole Car was set up like a swinging 1960s resturant. Black and white tiles decorated the floor and photos of "famous" denizens littered the walls. Including one of 'The Cat' and the 'False Conductor'. None of the Apex, but Grace couldn't say she was surprised. Not that she thought on it long. There was a jukebox in the corner and a chalkboard menu up ahead. There were listings of soups and sandwiches and even milkshakes of bizarre flavors. 

"What the heck is a 'mango milkshake' like?" She wondered outloud. 

"I'm glad you asked!" 

Grace nearly flew out of her skin. An octopus-like chef denizen had appeared out of nowhere. His paper hat and apron all read 'Frank's Place' and his face was hidden by a bushy orange mustache. 

"Its simply the best milkshake in this entire establishment!" He exclaimed, pushing Grace over to a nearby spinning chair at the counter.

A grill appeared out of nowhere behind the counter, with various sizes of hamburger patties cooking away on it. The octopus flipped them all while typing on the register and taking down what Grace assumed to be her order. "What else can I get you, darling?"

"Um- A turkey sandwich and some chips would be nice." Grace said, watching the man in absolute fascination. "I take it you're Frank?"

"Oh heavens no! My name is Dave. Frank will be here later today." The man, now Dave, smiled- or rather the tips of his mistache pointed higher up. 

"Frank doesn't happen to be a large grizzly bear, does he?" That would be the one thing that would kill Grace's appetite damn near instantly. 

"Not to my knowledge- Order up!"

In a flash Grace's order appeared in front of her. An orange coloured milkshake piled high with whipped cream, a family sized bag of chips, and the biggest turkey sandwich she had ever seen now sat before her. 

"Woah- this is a *lot* for one person." She commented, trying to look at Dave over the food.

"Just eat whatever you can and save the rest for a friend!" Dave tipped his hat, "Doesn't insult me. I always make more than enough."

"Okay- how much is this going to cost?" Very rarely did Car's ever require any real money- but it was always safer to ask ahead of time before you got stuck washing plates. 

"Nothing at all! At Frank's, we're a donations only restaurant and we give to everyone!" Another hat tip. "Now, can I play you something on the jukebox? You look like you could use a song to go with your meal."

"Got anything jazzy?"

"I got just the tune for you!" 

With just a point of his finger, a record dropped into the jukebox and the needle came down quickly. A nice little tune began to play. Grace couldn't quite make out the words, but it was something about 'Ain't we got fun' or the like. Whatever it was sounded older than the hills, but it was nice to be surrounded by warmth and sound again. If she shut her eyes, she could briefly image she was back in the Apex Car with the kids getting into trouble while she and Simon lead together as equals. Those were happier times.

With a faint smile, she bit into her sandwhich. 

* * *

"Come again!" 

By the time she left, Grace had a full heart and an even fuller stomach. The food had been delicious, and the milkshake was her favorite part. She would be dreaming about it later. In her hand, she held a very heavy dogggbag. The rest of her chips and sandwhich (and a complimentary apple) were wrapped up lovingly inside. They would be a nice snack for her and Simon to share later. There was no way she would be able to finish it on her own before it spoiled. 

"I'm gonna have to recommend this place to everyone I know." Grace muttered, feeling a little sluggish now that her food was settling. "Which isn't many people anymore..."

The Apex kids would have loved that place. Had it come around sooner, she would have taken them there every night for dinner until they got sick of it... Had Hazel made it to the Apex, she would have snuck out with her at night for extra milkshakes. Hazel loved icecream- it would have made them both so happy. 

Leaving the deli left Grace with a feeling of longing again. Not for food, but of warmth and comfort. For a friend to just sit with a share a meal with. She longed for a time when that friend would have been Simon. As children, they could have used a place like Frank's. A warm car with limitless food for them both. When they had first arrived, more often than not one or both of them had to go without for the night until they found another Car to raid... It had been hellish the more she thought of it. Any and all happy memories she had experienced in the deli had vanished, replaced by sour thoughts and a sore stomach.

The magic of the place had vanished. 

"I wonder if thats the Car's doing or mine..." She murmured tiredly. 

The wind from the train kicked up wildly- flecs of sand pointed her in the eyes, and she could do little about it other than wipe her teary eyes with her hand. It was night time, from what she could guess. The position of- whatever the lightsource of this world was- did little in telling her how long she had been gone for. Not that anyone ever kept time. It was mostly a feeling you got in the pit of your stomach- though Grace's was too full to accurately keep time anyway. 

Her legs were growing tired, and even with the Mall Car so close she decided to take a rest. Long legs were kicked over the side of the Car top and she looked out at the bridge below her. The bridge that she and Simon almost lost their lives on. It felt like so long ago- but the faint outside of Simon's right side where the Gohm had burned him could still be made out- speaking of which. Where had the thing gotten off to-

Grace's heart dropped. Her stomach felt sick as she fumbled for the tracker in her pocket and flipped it on. If that thing breached the Car and took Simon- 

_Forget Simon- that thing could be anywhere!_

The tracker beeped to life- revealing one large number still safely tucked away inside the Mall. A sigh of relief left Grace- only to be replaced by sudden read. She was right to assume that that thing could have been anywhere- and based on the quiet hissing next to her ear- it was right behind her. 

With a yelp, the young woman spun around quickly and came face to face with the many bulbs of the gohm's head. Its hissing grew louder, and it reared up on its back legs- looking ready to charge. Brown/black antennae reached out and Grew threw her hands up in defense- and her doggybag was pulled off of her lap. 

"H-huh...?" She whimpered, peaking out of a cracked eyelid at the beast- who was now pawing curiously at the bag. "What are you-?"

The gohm parted its large jaw and attempted to rip into the bag- hissing occasionally in frustration as it did. The very act was almost comical- but Grace didn't dare to laugh. Her fight or flight instincts were going off like crazy- telling her to run. But one voice in her head spoke a little louder.

_"Just eat whatever you can and save the rest for a friend!"_

Despite every instinct telling her not to- Grace inched closer and cautiously reached out a hand for her bag. The Gohm turned its head sharply and hissed loudly, but it did not advance. 

"I-I'm just going to open the bag-" Grace said, moving even slower than before. "You're hungry, right? Let me help-" 

The thing clicked quietly before nudging the bag towards her. With its head bowed, Grace could make out a faint marking on its head. A deep purple spot that looked like the outline of a face of some sort-

"You're not the gohm that tried to take Simon..." She surmised. "You were the one that was sleeping out here earlier."

The beast made a sad popping noise and nudged the bag with its antennae curiously. Whether or not that was a yes or no didn't matter. The poor thing was tired and hungry and *not* interested in hurting her. That was grounds for sharing a turkey sandwhich in Grace's mind. She wasted no time in opening the bag and producing one third of her sandwhich. 

"I'd give you the entire bag, but I have to bring the rest back home with me." Grace said, and the creature nodded its massive head and took the third from her hand.

It unlatched its jaw and the sandwhich disappeared in a brilliant flash of blue light. The act was horrifying to watch- but also very interesting. The cockroach dog let out a happy squeak and rolled over onto its back. A sign of vulnerability. Hesitantly- Grace reached out a hand and began stroking the thing's belly. It had a rubbery texture, but it didn't bother her much. Grace had nothing to compare it to. She had seen dogs in movies and tv shows but she had never been allowed to keep a pet growing up. 

"You must have been lonely up here..." Grace sighed, "I was lonely too- I still am."

The Gohm cocked its head curiously. In the light, Grace could better see the purple marks on its face. It seemed to extend down its massive belly in a large circle shape. The Gohm kicked its leg a little when Grace scratched it. 

"I've always been scared to be alone." She went on, "But all my friends are gone now- and sooner or later, I'll be home and alone again-"

A loud squeak cut her off, and the Gohm tossed its heavy head into her lap in what seemed to he an 'I'll be your friend' gesture. This time Grace didn't hold in her laugh. She laughed until she cried, and once she started crying she just couldn't stop. She felt alone- conflicted, sick, tired, abandoned- stressed. She had been a confident leader once, but with her flock gone, she could finally let the mask slip from her usually stoic face and cry freely. Something she never felt she could do in her own car. Without even having to look inside, she knew the Mall would be dark, cold, and lonely when she enteted. The Car no longer felt like home. 

"I-I can't go back in there..." She whispered once she couldn't cry anymore. "I can't be alone again..."

The Gohm lifted its head and nuzzled her carefully. Its soft hisses and pops were at a lower pitch now- it sounded almost as if the thing were trying to hum a long forgotten tune to comfort her. It did little too help, but Grace still found herself singing softly to both of them. 

_"Don't be a worry baby- don't have to hurry baby.... When you're with me."_

Grace hugged the Gohm as best she could and shut her eyes. With the sound of her own voice and the hum of the Gohm, she was able to shut her eyes and briefly imagine she was somewhere else. Back with Tuba and Hazel in the Jungle Car- 

A faint smile stretched across her wet face. Just like in the deli- she felt warm again. Melancholic, but faintly happy. She felt like she had a friend again. The smile grew as she sang the final line- Hazel's line.

_"Just take it easy-peasy. My little lemon squeezy... You always have me..."_


	15. Book 2: Bent and Broken

**Summary for the Chapter:**

> A flashback to simpler times as darkness looms over the horizon in the present.

**_7 Years Earlier:_ **

_The Mall Car had been an lively, bustling place when they found it. As lively as a place that was infested with nulls could be. It seemed the car was a Hotspot for them. All coming and going so effortlessly. All impeding the *rightful* owners from entering and setting up base there. The car was stocked with everything a *passenger* would need. Not a null._

_Grace and Simon had made quick work of reminding the nulls of this. It was almost amazing what two hungry 11 year olds could do with two baseball bats and sheer spite alone. In just one afternoon, they had rid the car of any unwanted pests and left any surviving ones with a message that this place was *off limits*._

_"So this is our new home." Grace giggled, twirling around the space in wide circles. "I like it! Its bigger than my old room!"_

_"Any room is bigger than my old one." Simon replied from his spot atop the escalator. "Hey, speaking of which, shouldn't we pick out our actual rooms?"_

_"Why? We've got time to do that later." The girl halted in her spining and turned to look straight at her friend._

_The poor boy wore a happy, yet sleepy expression. He rubbed his eyes every so often, but his smile never went away. Gone were their days of running from car to car. They coule finally just rest, breathe easy and-_

_"Lets go raid the food court. I think we earned a snack." She huffed, glaring down at her stomach as it gurgled loudly._

_"And then a nap?" Simon asked._

_"Yeah!" They had earned a nap. Granted- they would need rooms or at least a bed to do that in, but that could come later._

_There was the smell of freshly made corn dogs lingering in the air and that was Grace's first objective. Luckily, the pair didn't have to look far for it. The food court wasn't too far into the mall, and with the nulls gone, there was plenty of food laying about. Most hadn't even been touched by the *fake* creatures of the train. That food was plucked off of the table by Grace and offered up to Simon. A corndog for her, and a soft pretzel for him._

_The boy smiled warmly at the offering and took it. "Thanks- this beats what we've been eating-"_

_"It sure does... I just wish there was a deli in this place." Grace huffed as she looked around. "Like those ones with really weird milkshakes- you'd think a Mall Car would have one!"_

_"Wish in one hand-"_

_The girl rolled her eyes and offered her free hand to her friend. Simon blinked, then wiped his own hand on his pantleg and took it. His hand was still damp, but Grace didn't mind it. Their fingers fit together perfectly. Like two peas in a pod. With a gentle tug she directed him away from the food court and over towards the shops. There were clothing stores, places for buying eyeglasses, As Seen On TV stores, a video store-_

_"Grace, look! A toystore!" Simon called out suddenly._

_The remains of his pretzel slipped out of his hand and fluttered to the floor. Grace wrinkled her nose and kicked it out of the way. She didn't care for messes, but cleaning up could wait. Simon had found something of interest and she wanted to check it out._

_"I thought you said you wanted a nap." She teased, leading them both over to the shop of interest._

_"I just want to see if they have any woodcarving kits-" The blonde replied. He then released Grace's hand and rushed inside while Grace hung back._

_The store resembled every other toy store she had been to in the real world. Bright red doors, yellow wallpaper- signs with various cartoon mascots on them hung everywhere. The whole place smelt like popcorn and was warmer than the rest of the Mall. There were also wall to wall shelves lined with toys. Every toy you could possibly imagine. It was almost overkill how many toys there were in that store._

_Grace had never cared much for toys though Her parents always bought whatever she wanted as a way to pacify her. In time, Grace had grown tired of the gifts and began to crave human interaction. The toys were nice, but they could never fill the void in her empty heart. She'd take a hug over a new teaset any day._

_Simon on the other hand? Grace had never known him to turn down a gift. She could hand him a ball of seaweed and he would treasure it. The boy was a bit of a hoarder, she had noticed. An organized one, but a hoarder none the less. Whenever she pressed him on the topic, he had always said that his null companion- (Samantha?) Had collected. Still, Grace couldn't shake the feeling that this was more than learned behavior from a cat._

_"They have an entire shelf of them!" Simon called from somewhere deep in the store._

_"That's nice, Simon-" Grace called back. "Are we almost done here? We still have the rest of the car to explore-"_

_Simon appeared seemingly out of nowhere, arms filled with multiple types of woodcarving kits. Some were for miniature clocks, some looked like dolls, others were scale model figures of cars and boats- none of it appealed to Grace in the least bit, but Simon looked like a kid in a candy store- which he was in a way. An 11 year old kid in a toy store._

_"I call this one." Simon said, voice matter-of-fact._

_"Call what?" Grace smiled and stamped her hands on her hips._

_"This store is my room now. I called it and its mine now." The blonde's smile widened. "It even has sleeping bags! We could have sleepovers here!"_

_"Your room it is then! Lets go find a pen and then we'll make it offical- Then we can go pick mine!"_

_"I-I thought you didn't want to pick rooms?" Simon frowned. "I was just kidding about this room-"_

_"Simon, I know you. This room was practically made for you- I'll even help you decorate it!" Grace offered him a warm smile. "Now come on! Before I change my mind again!"_

_Out of habit, Grace grabbed Simon's hand and all but dragged him from his new room. The kits clattered noisily to the floor and Simon released them- but they could pick those (and the pretzel up later). Right now, they had work to do! There would be plenty of time for naps and more exploring later. The car was theirs now and it was time to make it their own._

* * *

**Present Day:**

The car wasn't theirs... It never had been. They had stolen it from the denizens who once saw it as a safe place to bring their families. This Mall was nothing more than an empty shell of what it had once been. Devoid of all life and joy. Even the toy store felt more like a graveyard. The wall to wall shelves were empty, save for a thin layer of dust over top them. Even the yellow wallpaper had long since faded and torn away- leaving nothing but dingy concrete walls instead. 

At the center of it all, there was its sole occupant. From an excited child with a love of miniatures- a toy maker in his own right, to a prisoner who could no longer hold a brush. Like the rest of the store, the life and joy was gone from him. Grace didn't even recognize his face anymore.

She didn't even recognize the Mall anymore- seeing it as the dump that it was and not the paradise she had tricked herself into believing it was.

"Glad to be back in your own room?" She asked, eyes scanning the dark room for the pen markings that had once labled it as such. 

"No..." Simon's head was bowed. "This isn't my room-"

"Not anymore." It hadn't been for a long time.

Not since the Apex kids had raided it and burned whatever was inside. Much like their leaders had done when they first took over this place. Simon hadn't protested then, and he certainly didn't protest as his years of work burned away in an instance. Not one of his dioramas or miniatures were left. Any art supplies were also thrown to the wheels- not that it made a difference now. There was little precision work he could accomplish with only one hand-

"Theres nothing left." He noted, almost thoughtfully. "Theres no rebuilding- you've taken everything from me-"

Grace frowned deeply, feeling a migraine coming on from the constant roundabout conversations they had been having lately. She had had just about enough of it. All the tears and time she had wasted on him- all the years spent as his friend. It had all been a vicious, Neverending cycle- she could see that now. It didn't matter how often she explained it, however. Simon would never understand.

And yet it would be out of character for her not to try anyway. She had been stubborn like him once... "I haven't taken anything from you, Sim-"

Simon lifted his head slightly, eyes empty and tired. "I wasn't talking to you." 

"Then wh-" 

_***knock knock!*** _

The sound echoed noisily about the Mall. A sense of alarm settled over the pair. In the 7 years they had been there, never once had they received a visitor. At least- not one who had the courtesy to knock before entering. 

"Better go get that..." Simon was looking for a way out of the conversation. She could hear it in his voice.

"Wait here." She shot back, voice devoid of any teasing. "And don't tell me what to do..."

Grace slipped out of the store- making her to lock it up tight as she left. Not that she saw Simon as much of a threat. It was only a precaution to keep him from getting out- and any potential threat of getting in before her. 

Espeically a threat like the Cat...

Her heart jumped into her throat and a sour taste was left in her mouth by the thought. The odds of their visitor being _her_ and not her friendly new gohm friend who just happened to learn to knock were high. As a second precaution, Grace also snagged a bat from the wreckage and swung it over her shoulder. 

The knocking has since ceased- but there was no harm in making dure whoever it was had gone away. Wiping her damp hands on her pants first, Grace then opened the door swifty and peaked outside between the crack she had made and found- nothing...

"There was no one there-?" 

**_*Clank-*_ **

Dark eyes darted down out of instinct, the bat poised and ready to strike- but what Grace saw instead caused all the blood in her body to run cold and the weapon to slip from her hands. On the platform, just outside of the Mall, fallen over on its side was a doll. Not just any doll, but a handcarved miniatures. Sloppy and rough, but still with the features of a little wooden solider... Undoubtedly one of Simon's... One Grace hadn't seen since they first visited-

"Not a doll... Its a calling card." Eyes narrowed. 

The disgarded toy was plucked up quickly, slipped into her pocket, and the door slammed shut behind her.

**Notes for the Chapter:**

> Any bets on who left the doll? I'll give you a hint: Its the last person you'd expect.


	16. Book 2: Cover of Darkness

**Summary for the Chapter:**

> Found out, Grace and Simon are left with one option.

_Evil._

That was the only way Grace could think to describe her old friend. She remembered the first time she ever noticed that glint in his eyes. It was when he had stepped though the Camp Car doors _alone_. Evil, smug- triumphant from his latest kill. The look never wavered, not even as he proudly announced to Hazel that her beloved null was gone. Not even Hazel's heartbreaking cry seemed to phase him any. When the little girl ran off, Grace felt a fury she had never felt before and wished to never feel again-

 _"I thought you would be happy!"_ Simon's words continued to chill her.

Even now, as she faced down her enemy- still wounded and incapable of hurting anyone. Any glint from his eyes had long since gone and yet even as she looked into them now, they still drudged up the pain and fury she had felt that night. And many nights after. Simon's bought of illness make have softened her heart momentarily, but she was no fool. As long as he was alive in some way, he would be capable.

So long as his number remained up to his face, she'd know better than to trust him. As long as they both remained on the train, she would make it her goal to protect everyone- denizen or passenger- from the final Apex member.

_'Its not your job to fix him, Grace... It never was.'_ Another breath, and this time her throat felt tight. _'It wasn't your job to save Hazel either... She belongs to the train.'_

_'Shut up... I'm sick of hearing that...'_

Her goal was to leave the Train a safer place for denizens such as Hazel- the poor child who had wailed for the loss of her friend when she made the mistake of joining them. The broken, bitter little girl who had been betrayed by her only 'friends' and left to fend for herself. When they parted ways, Hazel had a glint in her eye- Simon's fire, only an ember. Should she continue down his path, the little turtle girl would surely end up jaded- deranged, believing death was the only way to handle an enemy... Or worse- dead herself.

Hazel may not have been with them any longer, but Grace wasn't going to make the mistake of failing her again. There needed to be hope in their world again. So long as Gracd could do that, or at least one thing to make this Train a safer place to be, then she'd be happy. That started with giving the denezins back their safe haven.

"We're leaving the Mall Car." Grace's voice was empty, her things already gathered into a small bag. She didn't have much, and she knew Simon had nothing. "Its not safe here."

"We've never been safe." Simon shot back. "There is a go-"

"It hasn't been here for a while- Not the one that was after you." The woman said, "We're not sticking around until it comes back." 

Not a full lie. The gohm may have gone, but whether or not it returned was irrelevant. They were too easy to find here, as evident by the doll that had been left at their doorstep. The large A on their door didn't aid things either. The mark of the Apex.

A fallen kingdom that no longer resided there. This place was no longer their home- they had left it too cold to be recognizable as theirs. It was time to give the Mall Car back to its rightful owners. Not as a prison, but as the car that had once been a safe place for passengers and denizens alike. Simon's good arm was unbound and Grace helped him to stand. 

"We overstayed our welcome. Lets go-"

It had all happened so fast. She barely had time to register her own movements from standing to tumbling back. There was barely enough time between the first swing and her next breath. Her arms were thrown up and she was dodging surprisingly strong blows from Simon's good arm.

_Remember your training, Grace... You've taken out bigger than him- And you've taken out denizens with more limbs than him-_

She was on her knees now, but quickly regained herself. Simon was looming over her. Grace had expected murder in his eyes, but she could see the hurt behind them. They masked desperation, longing- _fear_... Fists were at the ready this time. The woman no longer needed a moment to breath or to think. She was prepared for a fight now. 

"We're not-" The first swing seemed to take him by surprise as Grace sprung to her feet- the blow landed on the left side of his jaw. 

His hand went up, just as Grace's had earlier. The man barely dodged the second blow to the right. 

"Well too bad!" Another swing. "You don't get to choose!" 

"I never got to choose-" Simon threw another punch in response, missing by a significant margin and only succeeding in throwing himself off balance. He was kneeling now, out of breath and his face was pained and tired. "I don't have time for this, Void-"

"You wanted to fight, so fight me. This time on as a level field as its going to get. No wheels or long drops-"

Grace set her palms flat against his chest and shoved him back. The former co-leader toppled over onto his back. Out of breath and out of room, she loomed over him the way he had loomed over her before. Without any clear and present danger now that Simon was down again, she was able to stand calmly. 

"What did you think you were going to accomplish just now?" She asked flatly.

"I was going to fight you, Void-"

"With one arm and a stump thats barely healed as is? You can't even get off of the floor right now!" Grace resisted the urge to roll her eyes. "And stop with the Void crap. You and I both know its not going to catch on!"

"I... I don't have to respond to that..." Simon muttered. He had turned away from her. 

"Not a good enough response, Simon. I deserve an actual answer." Grace's tone was firm. The voice of a leader. 

"No. You don't-" He wouldn't look at her. "Go back to your room, Grace-"

"Not my room. Its a dressing room in a Mall Car." She hissed back, "We stole this place. This isn't our home anymore." 

"D-don't say that-" _There it was._

"Why shouldn't I?" 

Simon's frown deepened. His empty eyes shook slightly as he tried to force himself to meet Grace's. Eventually, he had to look away from her. 

"This Mall is all _I_ have left to call my own..." He muttered, "I'll say that and nothing more."

"You know it as well as I do... The Mall isn't home anymore. Not to people like us. I know it hurts to hear, but-"

"You've taken everything from me... What else is there to take-" His voice was soft, faint- directed at someone who was far beyond her. "The Apex, our home-"

"Simon, I know all of this change is scary but its coming whether you like it or not." Grace sighed, "I'm going to miss this place too-"

"No, you're-" A fist was raised and Simon went quiet quickly. 

"This was 'our' home. You just said so yourself." She frowned, "We grew up here- we raised our kids here, Simon! There was a time when this was happy place. You can't tell me you can't feel how dead it is now... "

"You-" A hand cut him off.

"And don't you dare think that for a second that I don't miss how special this place used to be to us..."

"Used to be-" Simon paused, glancing about the room- what used to be a toy room. The outside halls had been damaged and painted to bear the Apex symbols. It was no longer their castle. It was a hellhole that would take years to fix by whoever occupied this place next. "Y-you're..."

"I'm what, Simon?" Grace folded her arms over her chest, protecting her organs and soothing her heart in the process.

The man bowed his head. "You're right..." 

"... How much did it hurt to say that?" Grace asked, laying down beside her fallen prisoner. 

"A lot..." He muttered, "But you're right..."

A blink. "Are you saying that because you think it's what I want to hear?"

"No... Call it a moment of clairty that won't last." Simon rolled onto his side pitifully. "... I miss what used to be here- I can't let any of it go... You should leave me here... Go find somewhere else on your own."

"Not gonna happen, Simon..." The woman sat down beside him. "I'm in for the long hall. Somebody has to keep watch over you."

"It doesn't have to be you-" The man snapped. "You could feed me to that gohm or find someone else-"

Grace placed a hand over his mouth to silence him. "No one is being fed to anything. We didn't waste all this time saving you just for you to die, and believe it or not I don't want want you dead... Even if you're a pain in the ass wearing my best friend's face. Got it?"

A nod, and she removed her hand carefully. Simon wet his lips, seemingly buying himself a few seconds to think. Grace could see the gears working in his head. He was talking himself off of a ledge- but which one, she had no idea. 

"This place is Hell..."

"And I guess that makes you the devil." Grace sneered. 

Simon bowed his head, tucking it against his good shoulder. "And you, an angel..." 

She blinked, to shocked to reply but not enough to hide the smirk that crossed her face. Faintly, she could hear someone's number doing something- but whosoever and whatever it was doing didn't matter. A fresh start awaited them both as soon as they left the empty car for good. She could feel it. A hand was offered to Simon and this time he shakily took it without complaining. 

"Lets go find a new home, Simon..."


	17. Book 2: A Murky World

**Summary for the Chapter:**

> Their first night away from home.

It was their first night away from home in a long time... Ever since they met Hazel and Tuba. 

They had traveled some distance until Simon's pain stopped them both from going any further. The cars had shuffled in the time they were away, but Simon was almost certain they were back in the Camp Car. Something about the wooded area just felt familiar to him- chilling in some ways... He found himself pressing closer to the blanket Grace had laid out for them both, trying to escape the agony he was in. 

"Try to get some sleep." Grace muttered, her voice heavy with exhaustion. 

She dropped down beside Simon and shut her eyes. An act so familiar to the pair that it was second nature. During their travels as children, they had always slept nearby one another- both for safety and comfort reasons. Tonight, however, Simon took no comfort in having his warden so close.

"I-I would sleep if I could-" He hissed through gritted teeth, only to find that Grace's breathing had evened out. 

The woman had fallen asleep with such ease. An ease that he was envious of. In an attempt to levitate the pain, the man attemtped to roll onto his left side and grab at- something. Anything his only hand could get to. A rock was the only thing within arms reach. The pointy edges cut his hand as he squeezed it into his palm- but even that only did so little to distract him from the burning sensation in his still healing shoulder. 

Sweat dripped into his eyes. It stung- but he didn't bother to wipe it away. That would be an exercise in futility. Instead, he rolled further over onto his knees. It took some convincing, but he managed to get himself into a kneeling position. Enough to stand with the aid of a nearby tree. 

_Go for a walk... Clear your head._

It was unwise, but it was better than nothing. Simon took small steps away from the make-shift camp- good hand held out in front of him as she stumbled about in the dark. The artificial moon overhead provided very little light, but he could make out a few low hanging branches and parts of a dirt path as his eyes adjusted. 

There didn't seem to be another soul for miles. The world slept on even if he wasn't able. There were no scouts- no other campsites nearby. The darker parts of the car felt cramped now- like a hallway that got narrower and narrower the closer you got to the end of it- 

_'Don't be a worry baby-'_

Simon nearly jumped out of his skin. He was certain he had imagined the voice- certain that there had been no one else in the Car besides Grace and himself. There was no one when he looked down- and yet when he looked up again, the layout of the forest had changed. The moon hung in a different part of the sky, casting a haunting white glow over a much different path laid before him. A fork lay just ahead- one the right was utter darkness. Black as ink. But on the left- a small orange glow. A fire perhaps- that flickered and danced in time to the singing he had heard-

_'No need to hurry, baby... When you're with me-'_

His legs moved on their own accord- carefully at first, but picking up speed as he went. He stumbled a few times, but curiosity spurred him forward. The ache on his right side had long since been forgotten. A gut instinct told him something or someone important was up ahead-

.

How right he was- or wrong. Depending on who you asked. In the clearing, there was a little campsite. A small fire illuminated the area, revealing a tent and a a disgarded bag of marshmallows. There was a large log in front of the fire, and perched in front of it, with a stick and marshmallow in hand was-

"Hazel!?" The man stepped back. 

"So it's Hazel now?" The denizen huffed, glaring into the fire without looking up at him. "Have a seat, Simon... Grab a marshmallow if you want."

There was no telling what had possessed him that night- but he found himself taking a seat at the edge of the log. Not his first choice, as it was too close to the little turtle girl- but he felt he had no choice. If he sat anywhere else, he would have difficulty getting back up again. 

"You look terrible." Hazel went on, "Amelia told me what happened to your arm."

"It feels terrible..." Simon muttered, allowing the warmth of the fire to soothe some of the pain. 

"You know whats worse?" A bite was taken from the toasted snack with an intimidating 'CRUNCH!' "Getting wheeled..."

Simon winced. "Y-yeah..." 

His heart felt fit to explode behind aching ribs- yet he couldn't will himself to leave. An invisible force kept him right where he was. A heavy weight stopped him from fighting it. He was stuck in the company of this null- his replacement... If Grace were to wake up right now, she'd leave him for Hazel in a heartbeat- she always would...

"You're afraid of me, Simon." Hazel's voice sent chills down his spine. A bitter wind whipped between the pair, but Hazel seemed unbothered by it.

"I'm not afraid of a null-" His tongue felt tired. 

"You won't even say my name." She clicked her tongue. "Face it. You've always been afraid of me. You thought I took Grace from you-"

"Thats not true!" Pain raced up his nonexistent arm and he hurried to cup it in his good hand. 

"And look where that fear got you." Dark eyes turned to him suddenly, burning holes in his soul. "You got to keep Grace. Nobody else gets to have her ever again... Are you happy?"

A heavy, pained sigh left the broken man. Hazel's question burned through his mind worse than her eyes had. She was right- he had Grace again... But she wasn't his friend any longer. That bridge had been burned the moment he crossed her... Home wasn't home any longer- Hazel wasn't the Hazel that had made his Grace so happy. Happier than he had ever made her in all their time knowing each other. Once upon a time, they trusted one other with their lives but now- 

No matter how hard he tried, Grace would not leave him, but not out of love. It was out of obligation she stayed with him. Simon was nothing more than a stone around her neck. A burden no one wanted to carry. No longer a human- he was a poison. A rot-

A void...

"No... I'm not happy... I'd honestly give anything to have a snowball fight or a chubby bunny challenge with Grace again." He sighed, "Maybe its the pain talking-"

"It is. If you weren't like this, you wouldn't say it." Hazel huffed, taking another crunchy bite of her marshmallow. "People like you don't change."

"But I can change-" A sharp string ran down his back. "The Train wouldn't pick me up if I couldn't-"

"The Train wants you dead, Simon." The girl shrugged. 

"Everyone does-" Simon groaned, gripping the side of his head miserably. "Ugh! I just want my old life back-"

"Whop. There it is." The girl sighed, "You haven't changed. You just want things to be how they were-"

"Thats not what I meant-" But then what did he mean?

What Hazel said was true- in a way... Simon hated change more than anything. He hated it more than the setting sun- but that didn't mean he was incapable of it, right...?

"I-I just want to feel safe again..." He muttered, staring into the dancing flames. 

"We both want the same thing." Hazel huffed, "You took that away from me when you killed Tuba."

"Hazel- if I could make it up to you I-"

"You'd what, Simon?" Hazel tore her gaze from him and set it back on the flames. "Doing the wrong thing and feeling bad about it later doesn't make you a good person. Espeically if others are still suffering... It makes you wrong! But you don't think you're ever wrong, so that isn't right, right!?"

Simon moved back quickly. "H-how do you know that...? You weren't there when I-"

"When you tried to kill Grace?" Hazel shook her head. "I saw your tape."

"I dreamt that-" He scoffed. 

"There you go again... Always right." Hazel mumbled sarcastically. "I can't wait to be as ignorant as you when I grow up. Seeing as I'm on the same path as you-"

"You're not- Hazel! Don't say that-" Blue eyes burned as tears scratched at them. "Grace would-"

"Grace isn't my friend and neither are you!" Hazel shot back, "My life was fine before you two showed up! Everyone's lives were fine before you two! Grace may have gotten better, but she's an accomplice in YOUR crime... You were the one who ruined her. Not me... Not Amelia- not anyone else."

Simon wanted to feel angry. He wanted to make a show of strength by destroying Hazel's little camp- to remind her that *he* had a real number and she didn't... He wanted to- but couldn't bring himself to. The fight had left him. His injury burned hotter than the fire and he was on agony. Every part of him ached and longed for simpler times. His physical body and mental one felt pain. There was nothing he wanted more than to sink onto the fire and let the flames eat away at him until he was nothing more. Anything to stop the pain and guilt from consuming him- 

"You're right..." 

It was only the second time he had uttered the phrase- but the first time it didn't hurt to say. Everything else hurt him worse than being wrong. The world didn't stop, time didn't end, and he didn't die because of it.

"Hazel, you're right..." His shoulders shook as he held back a sob. "You're right- Grace was right- I'm too out of my own God damn head to see it- but looking at you now, I'm terrified... Please- Don't end up like me..."

"You don't get to decide how your actions effect me." Hazel hissed, casting the rest of her treat into the fire. 

"H-how can I fix it...?" His arm stub throbbed violently. "How do I fix this!?"

Whether he meant his pain or Hazel's-

"I don't know." The girl frowned deeply. "You're not saying this because you mean it."

His eyes stung something awful. Away from home and so alone- any safety he had felt once seemed so far away. He felt as scared as he had the day Samantha had abandoned him to the Gohm- the same day he had met Grace... She had taken away his fear and pain once before-

"I do- Hazel, I do mean it- I'm sorry. I'm so sorry-" Words fell out before he could catch them. His throat tightened painfully. "What do I have to do-"

"What did you want when your null left you?"

"No-! What I wanted back then was wrong- I was wrong-" Blue eyes looked up quickly. "Hazel- let me help you."

"It won't take your pain away." Hazel seethed. "You don't benefit from helping me. Just like How Grace doesn't benefit from keeping you alive."

"I don't want it to-" He was broken down hopeless.

Too sore to argue yet still ready to do whatever was necessary. The little girl before him was the voice of reason that so rarely spoke to him. And so rarely did he ever want to listen to it before now- but he was trapped now. There was no arguing his way out of this one. No one else was left to blame but himself. 

"Hazel... I'm sorry..."

It didn't take away the pain, but it didn't add to it either... But it didn't go without some change. The familiar roll of a recalculation of numbers echoed painfully in his ears. He couldn't see the direction they went in...

In a silent show of vulnerability, he turned slowly to Hazel- his Judgement. No green glow reflected off of the girl's face as she turned to him. Her eyes held no malice any longer- nor did they hold anything akin to warmth. She raised a hand and set it against Simon's cheek. The skin beneath her hand stung worse than his shoulder had. 

"You have a really ugly face." Hazel said, rubbing her thumb under his eyes to catch an unshed tear. "But its good to see it again, I guess."

"W-why?" A shaky chuckle left him- even if this wasn't a friendly situation to be in. 

"Its familiar." Hazel shrugged, slowly rising from her spot of the log and going to a nearby water bucket. "I'm going to bed now. Goodbye, Simon."

The fire was doused before Simon could act. The little camp was plunged into darkness and Hazel was gone. Blinking a few more tears away, the man rose on shaky legs, attempting to feel his way back to the way in which he had come. The world around him was murky under the dim light, but he felt as though he were seeing it for the first time. With a heavy heart, he tried to find Grace in the dark- his Grace- not a void-

But rather his guiding light in the true void he had created. 


	18. Book 2: I Might Be Going Crazy

**Summary for the Chapter:**

> Grace's POV as Simon sleeps. An unexpected visitor comes fo visit her next.

Dawn came, just as it always had. 

A pale sun rose steadily over the horizon of the artificial world. A warm peachy glow draped itself over the tops of the trees, occasionally peaking through to seek a perch on the ground. It was beautiful, and warmed Grace's skin- but these types of suns always made her melancholic. They had always reminded her of her final mornings with Hazel- of Tuba's funeral-...

Hot tears burned the corners of Grace's eyes as she sat up. Already she felt more tired than when she went to sleep the night before. From beside her, Simon didn't seem to be faring any better. The man's sleeping face was still riddled with pain. And for good reason- the right side of his face was still covered in angry streaks of red from where the gohm-

"S-Simon! Wake up-" Grace may have been shaking him, but she couldn't feel it. Her own hands were trembling so badly they felt non-existent. 

The blonde groaned miserably and brought his good arm up to block the light from his face- Grace quickly knocked it away and replaced it with her own. Rough skin fell under her fingertips, and this time she could actually *see* what she was touching. Not glowing numbers, but rather rough and blistered skin. Luckily, it wasn't as bad as she had always feared it was. Unlike his arm, the injuries on his face seemed to be healing- a rough laugh forced itself from her at the thought. 

Before Grace could register it, she had placed a near loving kiss to Simon's uninjured cheek. For whatever reason, she was excited on this sad sad morning. Her guts were all tied up into knots with white hot anticipation flooding her senses until she felt like one giant ball of nerves. This was her enemy she was cradling in her arms after all...

It was a friend whose face she kissed, however. Thats what she assured herself off as she placed another soft kiss to the uninjured side of his forehead. A friend only when he slept. Only when he couldn't see her cry or register her holding him...

Tears dripped down the Simon's face- whether they were truly all hers or some of his was a mystery. Grace felt a fresh sob begin to choke her as she wiped the tears away with her palm. 

"So you really did choose him over me..." 

Grace jumped. Just a few feet away- there stood a girl. But not just any little girl- Her little girl. The little turtle denzin who broke her heart.

"H-Hazel..." Grace's eyes widened.

Hazel nodded and kneeled down carefully. "Hello Grace... I see you found my doll." 

"Y-your doll?" The woman frowned and began a search of her mind for what that could mean-

"The soldier. In your pocket." Hazel clarified as she tossed down Tuba's sack and began to rummage through it. 

Grace's hand immediately flew down to her pocket- the little wooden doll felt like a lead weight now. "Y-you left it there...? I thought the Cat-"

"Tuba always said stealing was a bad thing- but he looked like he needed it." A pan was pulled out of the bag, followed by a little grill and a box of eggs. 

"Simon doesn't know that I have this-" Grace admitted before violently shaking her head.

"Maybe if you showed it to him then he'll decide to rebuild his life somewhere else..." Hazel huffed, "I don't get to do that." 

Grace shook her head again. "Wait- no! Hazel, that's not important right now! I'm so sorry for what-"

"For choosing Simon over me." Hazel shrugged, cracking an egg over the pan. 

"I didn't- I still haven't, Hazel-" Grace mutteted, wiping her eyes furiously. 

"Then why is he still here?" Hazel hummed, "You let him hurt me!"

"I-I know, and that was wrong- but I lied to him too..." 

"To 'protect' me?" Hazel hummed, "Or to protect him from another 'Null'...?"

Grace flinched at that word. A relic from her old, hateful life. Of a time when she would have gladly killed every 'null' on the Train just to keep her number up- but now.

"I... I disbanded the Apex... We left the Mall Car- I did all of that for you, Hazel-"

"Good for you. But you still kept Simon." Hazel stuck her tongue out and began to rummage for a plate. 

"Hazel- Its not what you think..." Her heart felt heavy, "I didn't want to see either of you die... I want this Train to be safer for you but violence and murder isn't my answer anymore-"

"Is that all?"

"... Hazel..." Grace lowered Simon onto his back again, "You remind me so much of how Simon used to be... When the Cat left him-"

"Tuba didn't leave me... Simon killed her." Hazel hissed through gritted teeth.

Grace lowered her head, "I know... I've watched him turn from a sweet boy into a bitter, twisted person and if he died and I never saw you again-"

"You'd spend the rest of your life thinking the same had happened to me?" Hazel summed up, carelessly tossing her breakfast onto a nearby plate. 

"Y-yeah... In a weird way, I keep thinking that if I can save one then I'd have hope for the other-" Grace sighed and rubbed her eyes again, "I don't know- its all so confusing..."

"The Train always is..." Hazel muttered. 

The girl set her eggs aside and pulled her knees up to her chest. She looked absolutely miserable all of a sudden. Gone was the cynical, jaded Hazel. For a moment- Grace felt as though she were seeing her little friend for the first time again. 

"H-Hazel?" Grace whispered, about to offer to a warm hand to hold but stopping herself quickly. "What is it?"

Hazel didn't answer- she simply buried her face in her knees. Grace began another search of her brain. The soldier doll was poking angrily into her leg by now, and she pulled it out carefully. It was from the Cat's Car-

A voice from the past called to her suddenly- but she could hear is clear as day.

_"... Fine then. There was a little turtle traveling with the wretched Amelia, and she spun quite the tale-" The world stood still for a moment. Just long enough for Grace to grab The Cat by the seams of her vest and give her a shake._

_"You saw Hazel!?"_

_._

_"Did you see Hazel...?" Simon muttered, a faint smirk falling over his pale face. "She yelled at me..."_

_Grace felt her blood run cold at the name._

_"What- Simon, Hazel was never here." Her own eyes went blurry from tears. "Hazel left us, remember?"_

_._

_"W-what? No! Look- I came looking for you because I need your help-" A hand wave silenced her._

_"You've come this way for nothing. I don't have time to assist you with whatever mess you and your brats have created this time." The woman turned sharply on her heels. "Now, if you're going to stay out here any longer, keep your voice down. That little one of yours is trying to nap."_

_"Hazel...Amelia-Wait!"_

_._

"You- You've been keeping tabs on Simon..." Grace muttered faintly, "This whole time-?"

A nod. 

The woman felt dizzy. "But why- I-I thought you hated-" 

"Its like you said... He's like me." Hazel replied flatly. "I just wanted to see how I'll end up."

"N-no, Hazel- you won't-" Grace stopped and studied the girl's empty face. Even as was, Grace could see that the child was conflicted on something. "T-thats not all... Is it...?"

Hazel stayed silent. If her pan wasn't still hot, Grace was sure she would have packed up and left by now. Part of her wished that she would so they wouldn't have to talk any longer... Grace's heart already felt fit to crumble into her stomach.

"Its confusing..." Hazel mumbled finally, glancing off into the distance. "I hate him... But I know we're alike in some ways..." 

"You care about him even though it feels wrong..." Grace muttered, "T-trust me... I know exactly how you're feeling..."

"Does this make us bad people...?" Hazel's voice was barely above a whisper.

"... No... I don't think so." Grace sighed. 

Her head was so mixed up from her own thoughts that she was beginning to feel sick. She lowered herself into a laying position, with her head resting on Simon's chest. His heart beat shouldn't have calmed her the way it did- but it did. 

"Its a waste of time..." Hazel sighed, "He isn't going to change."

"But will you?" Grace asked. 

No answer- instead, she heard the soft tap of Hazel's bare feet against the ground, followed by a soft rustling as she laid against Simon's unoccupied side. 

"This proves I'm brave, right?" Hazel sighed, poking Simon's ribs gently with her fingers. "I'm not scared of him."

"Yeah... The bravest." Grace said. 

"I can count how many ribs Simon has... I couldn't before..." Hazel frowned. "Grace... I don't like seeing him like this."

"I don't either, angel... I'm so sorry, Hazel..." 

"I know..."

Grace shut her eyes, and draped a protective hand over her brood. Hazel's shoulders shook gently, and an occasional sniffle would sound from her. Grace was in a similar state, but opted to sob more freely. She wasn't sure if this was a dream or not, but right now, she had them back- and she wasn't letting go any time soon.


	19. Book 2: Read My Mind

**Summary for the Chapter:**

> The battlefield is tired.

When Simon woke up, Grace was there. Just as she always was. She was sitting up beside him, one hand on his remaining arm and the other rolling a rock between her fingers. Around them, birds chirped loudly. Neither spoke to one another. They didn't have to...

Anything that could be said had already been said- their tongues were tired now. The battlefield was tired. They sat together, not as enemies, but once again as some type of equals. Both were beaten and scared prisoners of the train. Their common enemy and the only string that would tie them together now.

"Thank you..." 

Grace flinched. She took a moment to regain her composure before she tossed her rock aside and turned her attention to Simon, "I-I'm sorry?"

"Thank you... For saving me." The man's eyes fell to Grace's. 

"Simon- don't... I don't know why I did it-" Simon's good hand rose to hers and tangled their fingers together. A kind gesture- but one that still made Grace weary.

"No- you always save me... From everything." A sad smile stretched across his face. "Even when I didn't deserve it..."

"You're delirious." Grace muttered, squeezing his hand gently. 

"Not right now." He sighed, "I'm just tired of fighting with you... I'm tired of being right... I'm just so tired..." 

"I'm tired too..." Grace slid onto her back and laid her head next to Simon's. "Lets be tired together..."

She nuzzled into the blonde's side, brushing a few strands of his hair out of the way. The sun hung brightly overhead, warming the strands under her fingers almost uncomfortably so. It stuck and tangled around her digits from sweat. 

"Grace...?" 

"Yes, Simon?" 

The man was quiet again. Grace could see his eyes wide, dancing about in his head. She was certain he was choosing his next words wisely. A wise move on his part.

"Would you- would you cut it for me?" He muttered so softly she almost didn't hear it.

"Your hair...?" The woman sat up again. 

She raised a curious eyebrow. Any time she and a knife had gotten close to Simon, it had ended badly. He had been stabbed and lost an arm- not to mention he only seemed to trust her as far as he could throw her... Which wasn't far considering his current state.

At any rate, she was weary of the request.

"I trust you." 

His voice was firm, but coherent enough that Grace almost believed him. Regardless, he had no other choice no matter what she decided to do. He never had. That was a fact they both had acknowledged already. There was no point in pointing it out now.

After a long pause, Grace slowly nodded her head. Unzipping her fanny pack, she dug around its contents until her fingers brushed what she had been looking for. She froze, a shock running through her at the memory associated with the item: Simon's knife. The very knife that had pierced both of their skin and drove them to Amelia for assistance. 

Grace gulped thickly before wrapping her hand around the handle and pulling it free. Like Excalibur from stone. Silently, she moved to sit behind Simon in order to prop him up- something she was more familiar with doing than she cared to admit.

"How short?" 

"... How short was it before things went to Hell?" Simon asked.

Try as she might- she couldn't remember. Any memory of how Simon used to be had been replaced by the version that had tried to kill her. By then his hair had grown out well passed what she had been used to. It was even longer now with the time that had passed in captivity. Tears burned her eyes at the thought, but she wiped them away quickly.

"Um- I think it was up to your shoulders before." She lied through her teeth, rolling the knife about in her hand.

"That's fine..." 

Another nod, and Grace gathered the blonde locks in her hand and bound them with an elastic band. A good five or so inches was about to come off. It wouldn't be even- but she doubted Simon would notice or care. Even as detail oriented as he was. Or perhaps he wouldd- His breathing had increased significantly, as did Grace's.

Her head felt sweaty and awkward around the knife. In one move, she could free them both from their situation as the gohm almost had. She could finally atone for 'saving' Simon when the Train intended to kill him. She could save him from a life of fighting himself- from suffering any longer. 

She took a final breath for confidence and-

**_Whack!_ **

**_._ **

**_._ **

**_._ **

The strands fell like rain from her hands. They laid heavy on the ground around them. The blade was set among the mess. Any sound or creature near the pair had gone eerily still. There was silence as Grace stood up finally. Not even the numbers made a sound but she was sure she could _Feel_ them change. 

"It looks good." She hummed, though she hadn't seen it yet. 

Simon kept quiet- eyes shut tightly. So still he appeared to be sleeping, but Grace knew better. Wet slid down the side of his cheek and dripped onto the knife at his side. Grace watched the drop as it shattered on impact and vanished into the dirt. Leaving behind nothing but a dark dot.

"I'm sorry..." A sniffle. 

"I can't look yet..." Grace admitted. "I'm scared of what I'll see..."

"That makes two of us..." A soft laugh left the both of them. 

Hands found each other without having to look, and they squeezed each other for comfort. Neither were ready to see what direction they were headed in. Neither were ready to see if the Old Simon had returned, or someone else entirely. In short- they weren't ready for anything. Never had been.

But for the first time in a long time, there was a glimmer of hope- of trust. 

"Ready to find our new home now...?"

"As I'll ever be..."


	20. AMV Updates

**Welcome Back!**

**And if you're just joining us, welcome.**

**This is just a quick update concerning the Down and Out AMV I meant to complete back in October...**

**Its still ongoing!**

**However, due to conflicting schedules and some music recording issues, its been pushed back by a few months BUT now that I'm on break, I hope to have it done by February, so keep a look out for it (and maybe a special other project too)!**

**We're all super excited to have it completed and we hope you enjoy it too!**

**-The Author +Co** **!!!**


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